Spider Man Chronicles Volume 3: Resurrection
by megamatt09
Summary: The world is in ruins and chaos reigns supreme in New York. The world could be ripe for a return of an ancient evil that rules on the principle of Survival of the Fittest.
1. Chapter 1

"New York City has been cut off from the rest of the country, food and supplies coming into the city are scarce. The governor has said that he will petition for aid but after the crime wave that has hit the city over the past six weeks, and the disappearance of several heroes, it's not looking favorable. The Hobgoblin has left his mark, a cult leader who turned out to be former fashion designer Roderick Kingsley."

Footage of Kingsley, standing on the catwalk with some models, looking fresh faced and happy. These happy images slowly dissolved into the sadistic Hobgoblin taking down several people who got in his way.

"What causes such a man to twist? Was he always like this or did he snap? Doctor Barton Hamilton, the Chief Psychiatrist of Ravencroft Asylum for the Mentally Disabled had this to say."

"It is my belief that Roderick Kingsley wasn't mentally incapable of his own actions per say," Hamilton commented, as he folded his hands over. "That being said, he had a series of unfortunate incidents that centered around one person and one person alone. Spider-Man was the center of several of his misfortunes and he was the center of what caused his downfall as the Hobgoblin."

The image of Spider-Man appeared across the screen.

"Spider-Man has been declared as a threat or a menace by some but one thing that he has been declared of is MIA. It has been six weeks since he had been seen, six weeks since the web slinger had been seen by anyone in New York. And people are wondering if he met the same fiery end as Roderick Kingsley. Remains have been found a short way from the final confrontation between Spider-Man and the Hobgoblin, and have been identified as Kingsley's, despite the alteration of the Goblin DNA."

The newscaster continued.

"Of course, Spider-Man's DNA would be a tricky one to pin down, as no one has any idea of who this so called hero is underneath his mask. There have been varying reports if he is even a human underneath that mask. Some suspect an alien, others suspect some kind of super soldier from the government, other suspect that he could be a collective effort by a group to hide some secret conspiracy."

The entire world of New York muttered, wondering about Spider-Man, wondering if he every truly existed, or if he was who they thought he was.

"Some refuse to give up hope that Spider-Man is truly gone but Shocker's latest crime wave, Rhino's rampage, and Mysterio's latest masterful scheme have gone unchecked by Spider-Man, and it doesn't look like he's going to answer them any time soon."

There was images of those criminals, along with several more like Scorpion and the Enforcers who continued to attack.

"Of course, one could also wonder where other heroes are in this."

Images of the Fantastic Four, the Avengers, and various other names throughout New York are shown.

"This isn't a dibs system where heroes only handle their villains and their villains alone," a shadowed figure said in a garbled voice. "But the heroes don't want to get off their asses and prevent the Rhino from wrecking the lobby of a school just because he's in a pissy mood."

The capabilities of the heroes was called more into question. There was a figure standing in the shadows, watching it. A wide grin was on his face.

"So, you need a hero do you? Are you holding out for a hero for the rest of the night? Someone who's got to be strong, got to be fast, got to be larger than life?"

"When pressed for further comment, Congress refused to acknowledge anything is wrong. Nor did they say what they are going to do, as New York is a riot scene by night and not much better for the day."

The figure in the shadows whispered.

"Oh you need a hero, now Parker has decided to bite the big one, do you? Well today is your lucky today, because we are better than what he used to be."

The one and only Venom appeared from the shadows, his teeth bared, along with his long slimy tongue flailing in his mouth.

"We're here!" Venom growled, his teeth as he jumped onto the top of the car, which several carjackers were trying to break into. "You boys are out a bit past curfew, aren't you?"

The thugs tried to go against Venom.

"We're not your Daddy's hero, punks," Venom growled, as he disarmed them with his tendrils, and took them down.

Eddie Brock broke out and reclaimed his precious other in the confusion of the Hobgoblin's attack but he had been waiting for this moment. The symbiote fed into his desire to show up Parker, to show up Spider-Man in the worst way.

"Mmm, tasty."

* * *

"For the past few weeks, we've deliberated on a matter, and despite pressure from the News Media and pressure from the voters, we couldn't rush to such a decision," one of the Congressmen said as he stood and had the floor. "The heroes that we've relied to, have forsaken us, many of them have disappeared. The Avengers are MIA, the Fantastic Four are lost, and Spider-Man…..well we believe that his remains may have been lost at sea by now, just like those of the Hobgoblin that we found."

There was a tittering sound as the members of the press walked around, ready to get some quotes. There could be those types of sound bites that could make or break the career of any politician. It could bury him six feet under or rise him to the top.

That said, he was going to have to say something and soon, otherwise they were going to make the assumption.

"It is with a heavy heart that we seal New York City up….if people haven't escaped the city by now, then they have missed their chance," the Congressman said, looking like some bile was forming in his throat. There were some whispers, about whether or not this would be a good idea.

"You're just going to leave New York City to rot on the vine….."

"It wasn't an option that we took lightly," the Congressman said, looking offended.

"Let's face it, it is the center of all our problems," Senator Kelly commented, never one to let his opinion go unspoken. All eyes were on the controversial Senator. "A lot of the issues with the mutant problem have come out of New York."

"But isn't it true that mutant activity has gone down within the past few months."

"It isn't a sufficient amount of data to indicate that they are," Kelly commented. "And how do we know that Roderick Kingsley wasn't an unfortunate pawn from mutants? They have done a lot more in their attempts to try and crush everyone underneath their heels."

There was some whispers and everyone looked around fearfully.

"Regardless of whether mutants were behind this or not, we can all realize one thing," one of the Senators commented and everything turned back around. "That is that New York is no longer safe and if the criminal element can be isolated, we can….."

"Do you really think that it will solve that?"

Everything was divided, and this wasn't necessarily a meeting of Congress or the Senate, but rather a huge press rally to try and justify what they're going to do.

"What would you rather have us do? Have it spill out elsewhere? If the heroes had cleaned up the mess that they caused, none of this would have happened. I also propose to add onto the Mutant Registration Act, and add another clause where anyone who wears a costume has to register their identities to the government, where it will be public record."

That got toxic heat from everyone involved. No one wanted that, but there were a few people who did want that. How much did some people really want that? Well there was a lot of controversy being stirred up and everyone who was anyone knew that controversy created cash and all that rot. Never the less, they stood in a house divided.

"We can debate about the vigilantes all day until we're blue in the face but that's not what we came here for."

"Actually they were an unintended consequence of this entire mess."

They could agree that something needed to be done but past that, none of them could agree on what they wanted for lunch. That was typical politicians in a nutshell. The squabbling continued with the members of the press throwing questions.

Naturally they would justify it, they always justified.

* * *

Gwen Stacy only half paid attention to the goings on in Congress. They were doing something that would end up screwing a lot of people over. In other news, that was pretty much business as usual for them. Gwen was not going to stress over that, at least not too much. She had other fish to fry, some big fish.

The big fish was Peter, because she was certain that he wasn't dead. In fact, there had been a number of strange sightings around the town to point to where he wasn't dead.

The crime had increased in New York, but it had been a series of unfortunate events. The X-Men gone, the Avengers gone, and the Fantastic Four god knows where. There were some people who fought street level crime like Daredevil and Luke Cage still taking the fight to those who committed crimes, but Gwen sensed that they were overwhelmed.

The Iron Spider suit laid in the closet, Gwen didn't have the ambition to put it on. Maybe one could call her a bit of a coward for not suiting up in the aftermath when the city needed her. But her focus had been solely on finding Spider-Man.

New York was being sealed off from the rest of the world, Gwen snorted. Yeah, enforcing that one might be a little bit more difficult to be honest. The blonde thought that someone was stirring up Congress to do something stupid, the question was not only who, but the question was why.

Why indeed?

Gwen heard her cell phone ring, which brought her out of her stupor. It was Mary Jane, she and Gwen had been keeping in contact regularly. They also took turns checking in on Aunt May, who was taking the news that her nephew might be dead about as well as one could expect, that being not well at all.

"Hi, Mary Jane," Gwen said in a tired voice. She sounded a bit out of it.

"Gwen, when's the last time you slept?" Mary Jane asked, concern dripping from her voice.

Gwen stopped and frowned. "Honestly, I have no idea."

"Well you should try and take care of yourself, alright," Mary Jane said and Gwen sighed.

"Yes, mother," Gwen grumbled, but she hated being in a short mood.

Mary Jane just brushed that one off rather easily. "Well in between the Sandman terrorizing things here…..I saw something interesting."

"You know, instead of waiting for someone to do their job for them, Congress should get off their lazy asses and actually do something productive for a change," Gwen said, practically fuming at that.

"Calm down, Gwen, I agree with you," Mary Jane said in a pacifying voice. "But…..Sandman, Rhino, and Scorpion all on one trip downtown….."

"You really should have gotten out of town when you had the chance," Gwen said, her voice dripping with worry.

"You know me, I don't run anymore," Mary Jane said and Gwen sighed. "But you're not letting me get to the big thing that I saw down here."

"Bigger than those three?"

Gwen turned to the television screen and saw a late breaking news bulletin, a bunch of rioters running in terror. Then it was Venom jumping on the back of a car, taking them down. Gwen's mouth continued to hang open as she watched what was happening.

"Well if you're talking about what I think that you're talking about, then that's way bigger then those three," Gwen whispered, her eyes widening like saucers as she followed the progress of what was on the screen.

"Venom?"

"Yes, that's who I see," Gwen said, she remembered what havoc the symbiote caused the last time around. The real question was how did he get the symbiote back after this.

"You're not thinking about going out there, and dealing with this, are you?" Mary Jane asked Gwen.

Gwen didn't miss a beat, as she moved to the closet, where the Iron Spider armor was collecting dust. "I don't really have any choice but to go out there."

"You know after all of these months….."

"Peter is still out there, but we got a bigger problem," Gwen said, as she bit down on her lip and suited up. "Let me know if you see him but don't approach him."

"Yeah because I'm going to approach the big scary thing with all of the teeth," Mary Jane said, trying to lighten the mood a little bit.

"I was being serious," Gwen said in exasperation.

"I know, don't worry."

The problem was that Gwen did worry.

* * *

The thugs ran away as fast of their legs could carry them. One of them was out of breath, pretty much out of shape.

"How did that guy….I miss Spider-Man," one of the thugs said. "At least he was good for some witty banter."

"Ah what's the matter, did you soil your shorts?"

Venom dropped down with a loud thump and caused the gang bangers to scream like little girls. One of them tried to pull a gun of Venom but it was disarmed.

"Yeah, we both know that isn't going to work," Venom said, baring his teeth at them and the gang banger stepped back.

"Step back….step back you freak…"

Venom's tendrils shot out and disarmed them, quite painfully. And in a couple of cases, quite lethally.

"SAY IT!" Venom yelled as he knocked one of the men down and mounted him from behind, grinding his face into the concrete. His tentacles wrapped around his body. "Say that we're better than the web head. Say it, say it!"

"No, forgetting….freak!" the gangster screamed, he could feel the tendrils go around his body.

"We're very displeased that you don't play our game," Venom whispered, hurling the thug into the dumpster. The dumpster was closed so he didn't land in the garbage.

One of the gang members tried to nail Venom from behind with a board but it broke over the back of his head. Venom turned around, his teeth bared for the thug.

"You made a bad move!" Venom growled, grabbing the thug by the throat and shoving him hard into the wall.

The thug's skull cracked against the wall.

There was a figure watching the shadows, carefully, quietly, calmly, just trying to scope out the situation. More of the thugs tried to go after Venom.

Fight or flight, intelligence would point to flight. However, intelligence was rarely something that happened with these types of goons. So fight it was, and it was a fight that ended rather badly for them.

"You know, you could have stayed home tonight, and not pissed us off," Venom growled and Brock and the symbiote worked in harmony with each other.

His escape was something that lead him there. Venom grabbed his fist and swung into the air.

There was another crime there and he could hear him there. The Scorpion, someone who Parker had been given trouble.

The Scorpion dropped down onto the ground and he swung his tail at the officers. They were a special crimes unit but they were not equipped to deal with the Scorpion.

"Back," The Scorpion hissed, holding up the bag that he took. The Sandman already picked this place over trying to get his big score but he scrouged the scraps.

Scorpion shot acid from his tail, burning the feet of the officers that stood on the ground. There was a loud scream of agony. Then his tail snapped around and caught them in the chest.

Venom watched them, with a wicked smile. He grabbed the Scorpion's tail and whipped it back, causing him to groan in absolute agony.

"What's your problem?" The Scorpion hissed.

"My problem is trash like you interfering with me…."

"You lost to Spider-Man, and he barely held his own against me," The Scorpion growled and Venom nailed Scorpion, slamming him hard against the wall.

"You think that he beat me easily, he got lucky!" Venom growled and he slammed the Scorpion hard into the grin, trying to rip his tail off.

"What are you doing….."

"Putting you in your place, just like I put them in their place…"

Shocker came out and took Venom out with one of his gauntlets. The criminal looked pleased that he actually got a shot.

Right before Venom hurled him halfway across the alleyway onto overturned garbage cans.

* * *

Gwen sighed, she was getting very close, closer than she wanted to really. The blonde dropped down, looking over her shoulder. Something was happening, she could feel it. Dropping down to the ground, she sighed, landing hard onto the ground.

Venom had to be around here close and seeing the battered broken thugs on the ground, Gwen felt like that was something that screamed out towards her.

'_Damn it,' _Gwen thought to herself, walking forward as she looked her shoulder, walking closer to the scene of the crime.

The blonde clutched her hands together and could feel something in the distance. She had nothing close to Peter's spider sense, but she had a sense that dangers was on its way. Exactly what that danger would be, she had no idea.

'_Okay Gwen, easy does it, don't lose your shit,' _she thought to herself, looking over her shoulder. The blonde picked up the battered thug.

"Oh come on, another one, how many spiders can this city hold," the thug whimpered, shaking underneath Gwen's grip.

"Just answer the question, and I'll let you go free," Gwen said and the thug looked at her.

"Free….out there….you must be nuts," the thug whimpered as Gwen held him in her grip. "I mean….seriously, completely nuts, if you think that I'm going out there."

"What are you babbling about?" Gwen asked him and the thug shook his head up and down, resembling a very ugly looking bobble-head.

"It's not just Venom, there was another, I saw him….I saw him….he's like Spider-Man, only darker, like something a 1990s comic book puked out," the thug whispered and the Iron Spider looked at him. "He dragged two of my buddies, I broke my ankle getting away, you've got to hide me."

"Where's Venom?" Gwen asked.

"Didn't you hear anything what I said….."

"I asked about Venom, I'll worry about the other one later," Gwen said, she looked a fair bit agitated at the situation.

"Okay….okay…fine did I catch you a bad time of the m….ARGH!"

His arm snapped as Gwen looked angrily. The Iron Spider armor could really break some arms. Plus Gwen felt the need to work out.

"Point me to him, or I'll throw you out there where he can find you, "Gwen said as she strung him upside down. "You do look good for some live bait."

"I'm not!" the thug squealed, sounding like a pig trapped underneath a gate. "Venom, I heard that he was fighting the Scorpion…..Scorpion's been picking up the scraps."

Gwen closed her eyes, things had gone from bad to worst. It was not just Venom but two of Peter's worst enemies duking it out.

She didn't know how many innocent people who were left in the city but she had to go there.

"Where were they last seen?"

The babbling thug, when presented with some rather painful alternatives, was only too happy to spill the beans. "Um….nearby, I swear….close, close….yeah it was pretty close."

"How close?" Gwen asked and then she suddenly heard a scream as the sounds of combat continued.

"Does that answer your question?"

Gwen rendered speechless and she took a step forward, but her cell phone rang. The blonde skidded to a stop.

"Mary Jane, no offense, but now's not really the best time," Gwen said, and she could see Venom slip into the night.

Knowing Venom, he could have been right behind her and that thought, well honestly that gave Gwen the creepy crawlies underneath her skin.

"Yeah, I know it's not the best time, but I think that Peter's been sighted," Mary Jane said and Gwen hesitated.

Venom wasn't around anywhere, whether he would be on top or otherwise. She had the sonic weapon fired up.

Gwen was really torn, she wondered how Peter dealt with situations like this.

"Or rather someone who might resemble him…..he certainly got some web slinging action," Mary Jane said and Gwen decided to make a snap decision.

She could find Venom later, but if Peter was out there, even if there was the slightest chance, she had to take it.

A pair of eyes watched Gwen from the alleyway, as Mary Jane gave her coordinates.

The game was afoot.

**To Be Continued. **


	2. Chapter 2: Venomous Return Part Two

Gwen really hoped that this supposed sighting would produce some kind of fruit but right now it was almost like she was running around like a hamster on a wheel, with no place to go.

'_The best thing,' _Gwen thought, shaking her head. She couldn't afford to get agitated, because if she did, there would be some huge problems. The blonde took half of a step forward into the distance, feeling the breath in her body.

Breath in, breath out, it was an exercise that she learned to keep herself calm a long time ago. With her father being a cop, her boyfriend being a superhero, and everything else in between, worry was something that was second nature to her.

Mary Jane was standing in the distance, wearing a jacket, a red t-shirt, and blue jeans.

"MJ," Gwen whispered, walking forward.

"You got the suit repaired again, didn't you?" Mary Jane asked her.

"Yes, but I'm not sure how much it will hold up, especially with Venom out there," Gwen replied to her and Mary Jane nodded. "You said that you found Peter out there, didn't you?"

"Well I'm pretty sure that I think that I found Peter," Mary Jane said and she pulled out her cell phone to grab the picture that she had taken of him.

"It kind of looks like Peter," Gwen said grudgingly as she looked it over. She wasn't one hundred percent sure that it was, but she wasn't about to discount the fact that it was either.

Quite the paradox, and by quite the paradox, she meant an absolutely paradox. The blonde brushed her fingers through her hair and sighed.

There was someone coming and that put Gwen on her highest alert possible. She looked over her shoulder and saw her perched on the ledge.

"Easy Spider-Girl, I'm not here to fight."

Gwen relaxed, only slightly, but she wondered what she wanted. The woman's platinum blonde hair shined in the moonlight, and she made her way down. She wore a black mask and a skin tight black catsuit that wrapped around her body, showing her cleavage.

"Too bad I couldn't see that face under the mask, but then again, never got a good look at the Spider anyway," Black Cat said, looking at her. "So, you're looking for him….is he building a harem or something?"

She looked from Iron Spider to the redhead in the shadows.

"If so, kind of bitter that I wasn't invited."

"What do you want anyway?" Gwen asked, she wasn't in the mood for her games. "Or are you upset that you didn't loot half of the city before Sandman, Shocker, and the others got their mits on it?"

"Hey, I might put my hand in the cookie jar, but I wouldn't loot a suffering city, I only rob from rich jerk offs that deserve it," The Black Cat said, defensively. "You're like me, aren't you? You believe that the rumors of Spider-Man's demise are greatly exaggerated."

"Something like that, yes," Gwen replied, she was playing a very careful game. It wasn't like she didn't trust the Black Cat, actually it was exactly like that. The woman kept an eye on the thief.

"If it makes you feel any better, I've been trying to pin him down for a while," Felicia said to him. "And by that I mean, pin down where he was going. There's most certainly a spider themed vigilante going around here….look at this."

There was a figure in the shadows violently assaulting a group of thugs.

"So, that could be Venom?" Mary Jane asked.

"Not necessarily, Venom has his own set of moves," Black Cat said, and she pulled up the images of Venom attacking them. "See the difference."

"Yes, yes, I do," Gwen agreed, and once again, she was brought back to square one, and that was not a good place for her to be. "So, what do you think?"

"It might not be Spider-Man or he may be controlled by someone," Black Cat said. "But wherever he is, if he was here earlier, he's not here any longer."

Gwen's sigh was long, she was kind of afraid of that. The blonde wished she had a lead and she knew that Venom would have already bit the dust.

Once again though, she didn't need Peter's spider sense to realize that there was something creeping up upon her. The blonde slowly turned one hundred and eighty degrees.

"There's something out here, there's plenty out of here, common sense says that I should find a way out of the city before they stuff military personel on all of the exits to make sure no one gets in and gets out," Black Cat said.

"Are you?"

Black Cat smiled. "I wouldn't want to miss the show."

Mary Jane and Gwen exchanged an uneasy look. New York had gotten a wild feeling. Mary Jane in particular was carrying web shooters of her own, with an electrified variety of webbing. Gwen managed to teach her how to use them.

It was going to be a long evening.

* * *

Venom had another pocket of thugs and he rushed forward, landing on the ground.

"You can run, but you can't hide!" Venom shouted, landing on the ground. One of the thugs swung a large club at Venom.

He caught it, and broke the club. His black webbing tied up the thug.

"Look, you're just another freak…"

"Flattery won't get you far!" Venom shouted at the top of his lungs and he grabbed the thug around the shoulders, slamming him hard against the wall with a sickening crack and a larger impact.

The man rolled over, his ribs were battered.

"Who else wants some?"

The thugs looked at each other, and then two of them pushed into the grip of Venom.

"Come to Papa," Venom whispered, nailing him with a huge running punch to the ribs, doubling him over.

The goon gave a grimace, closing his eyes in pain. Venom now pounded away at him.

"Who needs the spider, when we're on the case!" Venom yelled, causing his tongue to trail in every direction.

Venom's teeth twisted into a malicious grin and the thug was not going to answer the question. It was quite a rheortical one anyway.

"Now where did the Scorpion go?" Venom asked, looking around. "I know you're around here somewhere. Time to take your medicine."

"I've got your medicine right here!" The Scorpion yelled, nailing Venom from behind, trying to impale him with his tale.

Venom gave a grimace as he felt the Scorpion trying to pump him full of the venom.

He grabbed the Scorpion around the tail, pulling it back.

"You shouldn't have tried that, you shouldn't have tried to stop us!" Venom growled, grabbing Scorpion by the tail, swinging it around, and snapping him off into a different direction.

His hand was extended upwards and he tried to nail Scorpion but another party webbed onto him from behind.

"Ha, a bit tangled, aren't we, Brock?" The Scorpion asked but something came down from above.

CRACK!

The Scorpion was knocked out, unconscious from the attack and Venom tried to free himself.

"Look who is the one who is down," Venom said. "Is that you, Spider-Man?"

"Not exactly."

Venom turned around, he had no idea who he was dealing with. It looked like Spider-Man, sounded like Spider-Man.

"Oh, I see, you're the perfected copy that he made," the symbiote whispered, before Venom responded all in one. "We know who you are."

"You may call me Scarlet Spider…"

"You think that you were strong but that's where you were wrong," Venom said, as he tried to hack away at the Scarlet Spider but he dodged the attacks.

He was in the shadows, so it was hard to get a fix on him.

"Where is our middle brother?" Venom asked, trying to stab the Scarlet Spider.

"What are you talking about?"

"There was another, we overheard Sinister talking about it, it was a step between us and the perfected model," Venom continued, his voice getting more booming and he slammed onto the dumpster.

Scarlet Spider was now on the balcony and he undid some of the bolts, dropping the scaffolding on top of Venom.

"You will pay for that."

"Do you want cash or would you settle for a check?" Scarlet Spider quipped, and he could be seen briefly in the moonlight.

"I'll settle for your head on a plate," Venom whispered, steeping on Scorpion who groaned underneath the feet of the large would be lethal protector.

"Sorry, off the menu, you're going to have to try something else," Scarlet Spider said as he avoided the attack of Venom.

"I'll crush you!" Venom howled at the top of his lungs.

"Really if that's the best you can say or do…..kind of disappointing really," Scarlet Spider continued, dodging Venom's attempts to take his head off.

"Not….not….."

Scarlet Spider stopped and it came to him right now. He dodged Venom's attack, crouching down. Sadly that did not deter him from returning with more attacks.

"There he is, we can hear him too, but we'll take care of him, after we take of you," Venom said, grabbing his enemy but he dodged out of the way.

Venom was strung up in the alleyway but he gave a loud bellow, snapping the web lines like they were rubber bands.

The two were about to be ready to fight and finish this one up but a third party loomed in the wings, ready to pick its shot.

Venom sensed it, thus his urgency continued to grow more intense. And Venom being intense was scary to say the very least.

* * *

"You're not going to believe this," Black Cat whispered and Iron Spider stopped, frowning as she did.

Mary Jane was the one that cut in with a few words of her own. "Well, that's as auspicious of a beginning as anything, isn't it?"

"Yes, it is," Black Cat muttered but never the less they moved forward, and saw someone there. "There he is….I thought that I saw him."

"That looks like Spider-Man…but it doesn't at the same time," Mary Jane said, squinting as the darkness adjusted. She nearly was caught up in the light.

"Yes, it doesn't," Black Cat agreed, trying to keep her voice neutral, but never the less she moved forward. "He really changed his costume up."

"Spider-Man?" Mary Jane asked and he turned around.

"Not exactly," Scarlet Spider said, wincing. Venom had given him the slip and then there was the other one, lingering around.

"Well, you look like him," Iron Spider said, moving forward. "So…..I don't know what's happened to you….."

"I don't want to fight you, trust me," Scarlet Spider said as he tensed up. "But…..I'm not going back there."

He still had flashes from the lab, it haunted his nightmares, digging into his deepest darkest subconscious. It wrecked his mind, it really played havoc with everything.

"I don't know what you're talking about."

Black Cat stepped forward and motioned for him to come quietly, but he lashed out, nailing her with a vicious palm strike to the face.

"Okay, the subtle approach didn't work….."

Gwen tried to use the webbing on him but the Scarlet Spider ducked the attack and went behind her. The blonde spun around, trying to find him.

Suddenly, in a blink of an eye, she was hung upside down, dangling by her feet with no place to go.

'_Well this is kind of humiliating,' _she thought to herself, frowning, swaying back and forth as she attempted to figure a way out.

Mary Jane tried to bind him with the electrified webbing but he dodged out of the way, grabbing her and binding her arms behind her back just like that.

"Don't you recognize me?" Mary Jane asked, desperation spilling from her voice. "Try and remember…..try and remember…."

"You're the girl who accosted me in the subway tunnel," the Scarlet Spider said, his costume in prominence now.

"Well, I guess you could put it that way, but do you think that you can ease up a little bit?" Mary Jane asked, wincing, as he held her tightly.

Gwen decided that she had enough of this game and she knocked him forward. Even if this was Peter, she hoped that she could knock back in reality.

"Nice suit of armor, where did you get that, Goodwill?" Scarlet Spider asked and Black Cat jumped on his back, sinking her claws into the side of his neck. "Tickles…"

Black Cat was hurled off to the side. She landed gracefully on her feet.

Mary Jane pulled out a stun gun and tried to attack him but Scarlet Spider dodged that.

"You know, I don't want to hurt you three ladies….."

Gwen rushed in, grabbing onto the mask of the Scarlet Spider. She pulled on it and ripped it off.

She didn't know what she expected to see. She supposed that it kind of looked like Peter in some areas, but the hair was different and the face was more aged.

Unless death ages you about ten years, this might not have been him.

Scarlet Spider rammed his fist into her ribs and then put it back on.

"Got to go,"

The Scarlet Spider left all three girls in the dust, eating his dust.

"Okay….what was…."

"I don't know, but he got away," Gwen said, folding her arms in frustration.

"I'm guessing that wasn't who you were looking for underneath the mask," Black Cat said and Iron Spider suddenly blanched, it hit her hard, with a blunt force.

"The clone?"

"What clone?" Black Cat asked, this had been news to her.

"He was cloned…..Spider-Man was, we thought it perished, it hadn't been seen in three years," Gwen said, shaking her head.

"The fact he came back just as the real Spider-Man was gone, that can't be a coincidence."

Gwen shook her head, no that couldn't be a coincidence. If that was a coincidence, then she was Doctor Doom, and she doubted that was the case.

They had a lot of work to do, and not only they had to find where this clone went, they had to find Peter, and they had to find Venom.

'_Just a busy night,' _Gwen thought to herself but she remained optimistic that things would work out rather well.

At least that's what her assumption was, that could be way off base.

* * *

"We found what we found but you know that Venom is still out there," Gwen said and once again there was hairs standing on the back of her neck. This was insane, she tried to figure out…..she refused to give up on this search. Even though it did seem hopeless that she would ever find Peter, she didn't do hopeless at all.

Even though hope was about ready to be eliminated from the equation.

"Yes, but we got other problems…..do you have the sense that we're being followed?" Mary Jane asked, holding the sonic cannon in her hand.

"Oh, you too?" Black Cat asked, she had her own sonic weapon, and she was read to shoot first and ask questions later. That was the only way that she could survive, if she had to be honest about it.

"Yes, all of us I think," Gwen said, with a frown spreading over her face.

Was it Venom? She didn't know whether or not it was Venom. It could be something else, something different.

It was best that she remain on her toes just to make sure.

"He couldn't have gotten far," Gwen said but she saw something on the ledge up above.

The blonde's heart rate quickens just a little bit, as she scoped out the situation. She tried to jump onto the side of the ledge but much to her agitation, there was nothing there.

'_Easy, don't lose it, do not lose it, whatever you do, do not lose it,' _Gwen thought to herself.

The blonde dropped down to the ground and stared over her shoulder. Taking a step back, she stopped to smell the roses so to speak.

There was someone there, then there was nothing there and Gwen was very nervous. It could have been a rat.

Then again, those have long since fled the city, which made her wonder what she was even doing there.

"He's playing games with you," Black Cat whispered and Gwen's eyes snapped towards hers with a sharp look in them.

"Yes, I'm aware, thank you very much," Gwen replied, shaking her head. She did not like having the blatantly obvious pointed out to her when she knew. Oh believe her, she knew.

There was something rushing around on the ledge above her and Gwen chewed down on the side of her lip.

They heard the sounds of a crash across the way in an alleyway. Black Cat stepped forward, nervously, because she had a sixth sense, which was not quite a spider sense, but never the less, it was a good enough sense to sense that something really wrong was going on here.

'_Damn,' _she thought to herself, there was a pit of anguish twisting in her stomach like a well placed knife to the gut.

"I believe that might have been some of Silvermane's men….at least they were Silvermane's men," Black Cat said and Gwen looked over them.

"Their necks have been snapped by someone with a proportional strength of a spider," Gwen whispered.

"It could be Venom."

Gwen hoped so, she hated to think…..not that she was shedding too many years over these monsters being dead. The mobs had been into all sorts of illegal activities that she shuddered to even think about.

"It could be," Gwen said but there was a note of doubt in her voice and a distinct lack of conviction as well. She didn't know, she didn't want to know, she hoped so.

There was another rustling of something behind her.

"Okay, don't split up," Mary Jane and Black Cat looked at her.

"Yeah, I've seen enough horror movies to know that's a bad idea, Red."

Mary Jane frowned at that mostly condescending tone from Black Cat but she shrugged and kept moving forward. The redhead woman had something in her sights.

Gwen meanwhile checked the power supply of the Iron Spider armor. She redirected all of the power to the sonics, hoping that it would be enough to take down Venom.

But this mysterious party that loomed in the shadows continued to stalk them.

Gwen could see him, chasing a pair of muggers down the alleyway and she fired up the thrusters, propelling her off.

"I think she's forgotten that we only have two feet," Black Cat said with a length sigh and Mary Jane turned to her, and she shrugged.

"Well, guess we better catch up, are you ready?"

"Born that way," Black Cat said, ready to figure out who was causing this. She needed to figure out a way to get out of the city in case things went pear shaped but she was sticking with this one until the bitter end.

He watched, waited, the perfected could not have gotten that far. The second prototype, dubbed Kaine, moved in, ready for his moment. The defect was also close by.

He would have his chance, the hunt was thrilling.

* * *

The New York homeless shelters were overpacked. Then again, with the looting, there was a lot of people who just used the homeless shelter as some kind of secondary hideout.

That being said, there were no questions asked, most importantly because there were a lot of people around who didn't really want to ask questions. They wouldn't like the answers that they would find, that much was for sure.

The young man slowly stirred himself to a state of being awake. He had dark hair and he looked dishelved, like he hadn't really slept or showered in many weeks. Yet, he couldn't remember how he gotten here.

He pulled himself up, his hands looked rather scarred, and he rolled over, wincing as his shoulder was sir.

"Hey, buddy, are you okay?"

"I think so."

"Good thing some kind folks picked you up, brought you here, people would have eaten you alive out here," the man said to him. "Kid like you, they'd be eaten alive."

"Thanks," the young man whispered.

"Just who are you anyway?" the man said and the young man's vision became rather blurred as he tried to shake his head and return himself back to life.

"I can't remember," he whispered, his mouth dry and he was handed a glass of water, something that he took graciously.

"Yeah, well given the fact that you could have a head injury, that was surprising, lost a lot of blood…..you weren't some kind of super powered prisoner that SHIELD had, because you were found in the wreckage down there."

"I….."

"It's fine, you don't have to say anything," the man said. "We don't judge around here…..I mean, we got some wise guys coming in and out of here all time. A few politicians who actually thought that they could clean up the city too….their fellows tossed them to the wolves."

He paused and he added a calm tone.

"You better keep it cool kid, and stay calm, you've got shoes….those are rare around here."

Yes he had shoes and he also had something else on his arm. It was metal and looked to have some kind of quick release.

He was left in the room and he fiddled around with the trigger. With a slight push, he launched a glop of some kind of sticky fluid onto the wall.

He had questions and not too many answers. Something told him that he needed to find a way out of here but it hurt to breath.

**To Be Continued. **


	3. Chapter 3: Venomous Return Part Three

Nathaniel Essex had been used to getting plans together for some time but at the same time, he refused point blank to leave absolutely anything to chance. Leaving things to chance was a folly, along with the tools of a fool.

"You really didn't think that it was that easy."

Essex, better known as Mister Sinister, growled. He kept Nick Fury alive, only just, so he could torment the man who had caused him so many issues with his plans. And he held knowledge, valuable knowledge, that would prevent the release of the dreaded one, that being Apocalypse. Sinister gritted his teeth.

"Did I touch a nerve with you, Essex?"

"Quiet!" Essex snapped, his gaze locked onto Fury's and Fury remained silent, at least for a few seconds. There was a tense moment between these two men and it was obvious that one was trying to get a feel for the other.

"Yes, I believe I did touch a nerve," Fury commented.

"You're lucky that you're alive, Fury," Essex said and then one of his men came in. He saw him visually form in the shadows, it was Harpoon. "Yes, Harpoon, what is it?"

"Sir, we've got a problem, see this…..someone showed up at a homeless shelter."

Sinister's eyes turned to Harpoon and they narrowed. Here he was working on a project that should and would change the course of all of human evolution and he was being bothered by certain trivialities. "People show up at homeless shelters every day, Harpoon, what could you be…"

"That's not just any person, that's Spider-Man."

Even Fury was interested about that. Then again, he should have known that Parker wouldn't have perished. He did hear enough of the news reports that there was no body. Fury worked for long enough to know what that meant.

Sinister's eyes glowed. Spider-Man was essentially a byproduct of one of his experiments with a traitorous bastard named Miles Warren. The less said about that man, the better, because it would raise Essex's ire to even speak of him.

Essex decided to cut to the chase and he spoke to Harpoon, who had been joined by another one of his Marauders, Verigo. "Can you confirm that it's him?"

Vertigo was the one that spoke up. "I believe there is a saying that a picture is worth a thousand words. You should see for yourself."

So Essex saw for himself and what he saw was the one and only Peter Parker, it was a grainy photo, but Essex managed to pinpoint all of the details that he could.

Yes, this was most certainly his man, well his Spider-Man.

"It appears that he is stronger than I thought," Essex said. Normally he would have been interested and rather pleased that one of his experiments allowed what seemed to be an unremarkable young man to live. Now he was agitated.

Especially after the scrolls that he found last week, detailing that there might be a slight issue with things, regarding Spider-Man. Given who his parents, he was annoyingly resourceful.

"So, what are we going to do?"

Essex turned to the Marauders, no doubt more of them would be showing up. "If Parker is at a homeless shelter, he might not know who he is. He could remember at any time. Exterminate him, now's the best chance for you to do so."

They nodded, with Vertigo being the one to answer the question. "Yes, master, we will do so."

"See that he's finished off this time," Essex told her and there had been a few times that the Marauders run into Spider-Man but their battle had been less than a favorable outcome to put things mildly.

The Marauders made their way off into another direction and Essex turned his attention to Fury, who was looking at him.

"You should know that the obvious thing would be to eliminate an enemy before he becomes too powerful," Essex said to him and Fury's scowl got even more prominent. "Something that you should have done, but you missed your chance."

"Well, that's something that I regret every single day," Fury said. He was weak from lack of food and water, but he had been staked out on missions without it for weeks at a time, so his resistance was tougher than a normal human. "The fact you're still breathing should be proof of that, Essex."

"I will miss you, Fury, it will be a shame when you're gone."

With that, Essex turned his attention back to the gateway, to see if he could force it open. The keys should open it but it was down to finding those keys.

Essex was patient and so was his master. His master given him great gifts before he was shut away. And now the power will be in Essex's hands.

* * *

Gwen Stacy did not forget about Venom, but she had a single minded objective as well and that was to find Peter. Even after the incident, she had never given up. Even after the city had been completely ripped apart by violence and insanity, Gwen refused to give up. And yes, even after this latest player on the chessboard, this new Spider person, who had turned up, she would never have given up.

That being said, Gwen had so many balls up in the air, that she didn't know where to begin and more importantly, she didn't know where to reign them in.

SHIELD had given her and Peter some equipment some years ago. And from the fallen base, Gwen managed to pilfer some equipment of her own and thanks to her inventiveness, she had managed to get it working.

Of course, there was one nagging thought in the back of her mind and that was the fact that anyone else who went done there could have access to the SHIELD cookie jar as well.

'_Can't worry about anything else Gwen, just got to worry about doing what you can do,' _Gwen thought, beginning to plug away at her attempts to bring Peter back home.

Was it easier said than done? Actually yes, it was very much easier said than done. Gwen thought that she might as well have ripped her hair out in the attempts to find a way to find Peter.

There were a few sightings and Gwen was getting closer. Not of Peter Parker but people were claiming that they saw Spider-Man. Then again, with the two other spiders and then Venom, that was a bit muddled.

Gwen had to use some real detective work to flush out things to the best of her abilities. But she thought that she was getting there or at least getting closer to getting there.

'_Okay, there's a lot of activity triangulating around this area,' _Gwen said. From her understanding, SHIELD used this equipment to find criminals and she wanted to use it, to find Spider-Man. At least that was the theory that she was working with. The problem with theories was that they were often times unfounded and Gwen was no stranger to that.

It kept pointing to the homeless distract, then again, after all of the riots in New York, trying to figure out what place was homeless and what wasn't was a problem.

Mary Jane waited in the next room for news and Black Cat patrolled the streets. Her knowledge of some of the more unsavory parts of New York would come in handy. There were things out there that Gwen really wasn't sure about but she knew.

Gwen didn't ask, Black Cat didn't tell. It was an arrangement that suited both of them rather nicely, Gwen thought.

"So, is there a problem?"

Gwen turned around and saw Mary Jane sitting there, arms folded across her chest. The blonde decided to tell her friend exactly what she knew.

"Yeah, it keeps pointing to the homeless part of the city, well the old homeless part, the shelter at the corner of Lee and Ditko," Gwen said with a prominent and obvious frown spreading over her face. To say that she couldn't really make heads or tails of any of this would be rather charitable to say the very least.

Mary Jane looked at her friend, her eyebrow half raised. "Maybe it's not buggy, it's trying to tell you something."

"Oh, it's…..I see," Gwen said, sudden realization dawning upon her right there. She shook her head. "Perhaps it's been pointing me to Peter all this time and I had been annoyed by it…..no wonder Fury seems to know everything."

"Yeah, this equipment is very Star Trek," Mary Jane said, she was kind of amused by Gwen's excitement which continued to bubble over. "Well, I'm sure that it would be useful."

"Oh yeah, useful, for the most part," Gwen said in excitement. "But if he's a homeless shelter, that means….."

"He's either too damaged to get home, or he doesn't remember who he is," Mary Jane said and Gwen sighed.

"That would kind of complicate things now, would it?"

Gwen once again had a sixth sense that she was being watched. Perhaps it wasn't as powerful or potent as Peter's spider sense but never the less, she felt it. The shivers continued to roll down her spine.

"What is it?" Mary Jane asked but Gwen shook her head.

"Just a strange feeling that someone's watching it, are you armed?"

"Still am," Mary Jane said, holding out the weapon that Gwen forced for her.

"Excellent, time for me to suit up, and we'll be back out there," Gwen said and Mary Jane looked at her.

"So, when do I get my own over powered power suit?"

"Maybe for your birthday."

* * *

The young man in the homeless shelter tried to return himself back to a state of being awake but it seemed like no matter what, he could not shake himself awake. He had a feeling that something was completely off.

He knew that he was someone important. And this device, well it was rather high tech and he could not help but think that there was a reason for it.

He couldn't remember his name or his address. All he knew was that he had a pair of shoes and those were apparently a hot commodity around here.

There was no wallet, nothing that could identify him now and that was something that confused him just a little bit. The young man held his head up, shaking his head, trying to clear the cobwebs from it.

'_Okay think….um guy,' _the young man thought to himself. It was kind of difficult to give yourself a pep talk when you didn't really know who yourself was.

If that wasn't the most confusing sentence that had ever been thought of in the history of mankind, he didn't know what was. Then again, it was not like he remembered any sentences that were more confusing.

There was a buzzing in the back of his head and the young man turned around. He was confused.

Why was the back of his head buzzing? He had a feeling that there was something that he was missing, something of great significance.

'_That's weird,' _he thought, clasping his head on the side of his head. The buzzing in the back of his head did not cease to be, in fact it got even stronger.

That was weird and now he wondered if he was losing his mind. Or perhaps his mind was more clear than ever before.

Pulling himself up, the young man could hear the screams of terror from the other room.

With acrobatic ability that surprised him, he jumped out into the hallway to see what was happening. The director of the homeless shelter was down on the ground, blood pouring from where his head once was. Then there were another group of the homeless who had been pinned against the wall, bleeding to death.

"These pieces of human trash insult evolution, therefore they must perish," the man whispered, taking a step forward. He had purple hair and carried a harpoon in his head.

"Spread out, we must find, Spider-Man," a woman with white hair said, as a large bald man entered the room as well.

'_Spider-Man, that's a really stupid name?' _the young confused man asked but he shook his head. _'Then again, why does that name sound familiar?'_

"There he is, rip him apart!" the large man growled and he barreled towards the young man.

The buzzing in his head woke him up and realized that he was coming to him. Human instincts caused the young man to leap out of the way.

The large man crashed into the bed, utterly destroying it from the impact. The young homeless man found himself on the ceiling and he looked at where he was.

"Take him down, Harpoon," the woman with the white hair said. "And I'll keep him down."

"Right," the man, known as Harpoon said.

"Oh, Harpoon, you got that name because….." the young man said and the buzzing in his head continued to assault him. "Oh yeah that does make a lot of sense, doesn't it?"

The harpoon sailed into the ceiling but he dodged. Half of the ceiling was blown up and then he found a splitting headache and a desire to thrown up.

"No one can withstand the power of Vertigo….."

That mysterious shooting device on his wrist was ready to load and ready to fire. It sent a glop of the white stuff in at her face.

"Well, that's kind of inappropriate, but I guess that's a good look for you," the young man said, and he dodged the attack from Harpoon.

Suddenly, a pair of large hands grabbed Harpoon and pulled him into the shadows.

'_Lucky save, I think,' _the young man thought to himself, as Vertigo was pushed into the shadows.

Spider-Man, Spider-Man, Spider-Man, why did that sound so familiar?

The large man on the bed was caught with a large strand of black webbing and pulled into the shadows, for some fun time with whoever saved him.

The screams of horror indicated that the fun time, wasn't that fun?

The young man had a sense to get out of there, while the getting was good. Although he had nowhere to go.

"Come to Papa!"

Several strands of the black goop latched upon his arms and legs, and he was all tied up, with nowhere to go. He struggled.

Then the next sight that he saw was hideous.

* * *

Gwen was about ready to head out of the door, when suddenly her contact on the outside started to buzz her. She decided to press the button to activate the communication link.

"Iron Spider to Black Cat, what's your status?"

"I think I found, Spider-Man," Black Cat said without any pre-amble. Gwen braced herself for the bad news that was going to come because there was never any good news, without bad news. "The only problem is….."

"He was on the homeless shelter at the corner of Ditko and Lee, wasn't he?"

Black Cat was struck speechless, which was an odd thing for her. Gwen could barely keep the smile off of her face, with the Black Cat being stricken speechless. "How…"

"Well, I'm not sitting here playing Angry Birds while you're doing all of the work," Gwen replied to her and Black Cat sighed.

"Okay, fine…..fine," Black Cat said. "Yes, he was on the corner of Lee and Ditko, or at least he was a couple of moments ago."

"I'm guessing that is just the tip of the news that you're going to give me," Gwen said and Black Cat gave her a smile.

"Can't fool you, can I?"

"No, you can't," Gwen agreed with the woman. "What do you have to tell me?"

"Well, it was this man who was carrying a harpoon, along with this woman who…..well she gave everyone motion sickness….."

"The Marauders," Gwen hissed, sounding like an angry cat. And that meant Sinister, which meant trouble. He had not been seen in years, and Gwen and she was sure other people hoped that they would have seen the last of him.

The X-Men…they would have been a big help right now but unfortunately, they vanished without a trace. Gwen didn't necessarily forget about that.

"I'm guessing that wasn't a ringing endorsement, was it?" Black Cat asked and Gwen gave her a wry smile.

"What gave it away?" Gwen asked, quickening her steps. Much to her agitation, there was more rioting on the streets.

She supposed that she couldn't get too angry about this, that was about the only thing to do in New York.

She recognized one of the men who were being stomped and beaten as one of Hammerhead's goons.

'_Well can't say that I'm too fussed about that one,' _Gwen thought, crossing her arms together with each other.

"Damn, it's getting worse," Mary Jane said and she held the weapon. She didn't really know how well it would do in the middle of all of the riots but the fact that she held onto it, it made her a bit more at ease.

"We're getting closer, do you have a visual on things?" Gwen asked Black Cat and Black Cat frowned.

"Yeah, I have a visual on things, but it's a good one…"

"I'm on my way…the Marauders…"

"Well I don't think that the Marauders are going to be much of a problem, as they've been taken care of," Black Cat said and she could barely make up what was going on around them. There was a lot of smoke and fire from the riots.

"Taken care of?" Gwen asked, normally she would be dancing in the streets because of news like this, but she had a feeling that this wasn't as good of news as she thought that it might have been.

"Yes….but…..well it's Venom….is that….."

Gwen could get a visual on the homeless shelter, or what was left of it. Part of it was caved in. The blonde felt her stomach turn.

"Mary Jane…..try and find a safe place to hide," Gwen said and she opened her mouth. "I know, it's hard, but try…"

That wasn't Mary Jane's point of frustration, she did feel like the most useless of the three girls out there.

Black Cat dropped down next to Iron Spider.

"I thought I saw him go through here," Black Cat said and Gwen frowned.

The rioting increased but Gwen could see something move at the speed of the light.

The mobsters and the homeless never really had a chance, as they were all taken out. The blonde made her way forward.

"Something's not right."

"Yes, you would figure that out, wouldn't you?" Black Cat asked.

Gwen had Peter in her cross hairs but she had something infinitely more dangerous.

"I'll take care of that, you go for Spider-Man," Black Cat told her and Gwen smiled.

"Thanks….."

"Don't thank me yet, we're not home free," Black Cat said, slipping off into the distance.

"No," Gwen agreed. "No, we're not."

Gwen could see the large imposing form of Blockbuster standing in front of her and she sighed. This might not be as easy as she thought that it was and it wasn't that easy to begin with.

* * *

"You thought that you could get away from us, didn't you?"

"Who….who are you?" the young man asked and this hideous monster dressed in black with lots of teeth and a huge tongue bared down upon him.

"You didn't know who we were?" the man whispered. "You must have gotten a huge clonk on your head not to remember us? After all of you have put us through, Parker, we thought, that you would never have forgotten us and what we could have done to you."

"Who….I don't know who you are?" the young man asked, backing off.

"Well you better learn who we are, because we're the one who is going to put you out of misery," Venom whispered, taking half of a step forward and looking at the web slinger who faced him off. "Do you understand what we can do to you?"

"Do you always talk in the plural?"

The young man dodged the attack from this creature, his teeth were bared, along with his tongue whipping in the wind. Spider-Man avoided the attack once again and webbed onto his back.

"That was a bad mistake," Venom growled, grabbing the young man and hurling him off to the side.

"Well, the fact you don't have a breath mint ,that might have been a bad mistake, and pointing that out, that might have been a worse mistake," Spider-Man commented, dodging the attack from Venom.

Venom rushed him, as he was returning to power.

'_Okay, I'm Spider-Man or this Parker guy, who ever he is, something about this seems familiar, but I don't know what, um yeah guy, you should get it together, before it's too late,' _Spider-Man thought to himself.

Once again Venom dove down at him but there was something that caught him off guard. Tight webbing wrapped around him and electrified webbing knocked Venom backwards, forcing him onto his knees.

"That was unpleasant," Venom growled, looking forward and seeing the figure standing in the shadows. "Oh, the perfected copy….can't say that we're too pleased to see you."

The Scarlet Spider stood in the shadows about ready to face off against Venom, and the young man who was down on the ground winced, his shoulder sore.

'_What's going on here, how many spiders can this city hold?' _he asked, shaking his head, and holding his head up.

Never the less, the Scarlet Spider was pulled into the shadows and wiped out.

"What is going on here?" Venom demanded, he didn't really like what was going on. He was not really in control and that was something that he loathed big time.

Something more sinister stepped out of the shadows and the buzzing in the young man's head increased in frequency.

"So, you're the other one, our unloved middle brother," Venom said, looking out into the shadows, with a hiss.

The young spider lifted his hand up and turned his hand in, before motioning for his adversary to bring it.

Venom raised his arms and growled, the spider should consider it brought.

"Just who are you?"

"You may call me Kaine ,know the name well, for I will be the one who will clean up this city from the filth that this one refuses to clean up because he's too weak willed," the one known as Kaine whispered, some harshness dripping down from his tone.

"Too weak….." Spider-Man said, his eyes growing wider but never the less, he could see Venom swooping in.

"We'll see which one is too weak once I'm through with you," Venom growled and he was about ready to square off with Kaine.

The Scarlet Spider was bound and the real Spider-Man was just coming too, his memories slowly returning to him.

And it was at the worst possible time, when he really realized how screwed he was here. He stood here with one web shooter, which was nearly empty, and not functioning right. And a group of Marauders coming to one side.

Along with a psychotic Spider-Man doppleganger and Venom about to throw it down, and riots around the city.

'_Yeah, this is going to suck,' _Spider-Man said, remembering more things, even though his memory was a still kind of garbled. He suffered a nasty concussion.

He wondered how he got from the point with his Spider-Man costume to the homeless shelter without his Spider-Man costume.

That would have wait, as the goon squad rushed Spider-Man one at a time.

'_Out of the frying pan and into the fire,' _Spider-Man thought to himself, dodging the attacks of his adversaries as they tried to take him down.

This wasn't going to be really fun for him, that's for sure. The web slinger could feel his heart skipping a few beats in his chest.

It was time to fight.

**To Be Continued. **


	4. Chapter 4: Rebirth Part One

Kaine could see Venom in his cross hairs. The monster rushed Kaine but Kaine nailed him with a huge open handed palm thrust to the chest, knocking him over. The wind had been knocked out of him, and Kaine now grabbed him from behind, forcing him back down again.

"Just this easy, to destroy you."

"Oh, I'll bite your head off for this one and eat your brains!" Venom howled, his anger bubbling over to the surface.

Spider-Man still wasn't completely himself and he didn't not who quite to save. Venom actually looked in trouble as Kaine shot some kind of metallic barb into his chest.

"Ha, what is that supposed to do?"

Spider-Man could have told him but barb exploded, causing the fire to fill the symbiote. The symbiote nearly retracted from him and he got a too up close and personal look at the withered ugly face of one Eddie Brock.

The man had most certainly seen better days and Spider-Man had to shudder a little bit, wondering what the hell happened to him. Then again, he could have been with the symbiote for months and Peter had been pretty drained only being with it for days.

"Something like that," Kaine said and he punched Venom hard in the heart, knocking him down to the ground.

Kaine's attention slowly turned over to Spider-Man.

"You're weak, you're inept, you send this criminals to a cardboard prison and you expect them to get out. Criminals like this could kill more people. Could deprive another man of their father or uncle….."

Peter Parker looked at this young man.

"You're not me, you'll never be me."

"Oh, but I am you," he whispered, harsh words dripping from his voice. "I'm what you should have been but what you never had the guts to be."

"Okay, that sounds kind of psychotic," Peter said and Kaine rushed him but the web slinger ducked underneath the attack of his enemy. He nearly got the wind knocked out of him, and he jumped halfway up into the air. "And by kind of psychotic, I mean very psychotic."

The web slinger could barely dodge Kaine's attack.

"You've allowed yourself to become soft, weak, you couldn't handle anything, even if you had a helping hand."

Kaine's hand found Peter's throat and squeezed the life out of him.

Suddenly the Scarlet Spider nailed Kaine in the back of the head. Peter slumped down, breathing in and out heavily.

'_Okay, not still with it, well get with it, get with it, for the love of…..get with it.'_

Spider-Man could see the fight between both of his doubles, and there was something really intense about what they were doing. The web slinger followed their progress, something intense about their attacks.

Scarlet Spider blocked his doubles attacks but Kaine swooped in with the electrified webbing, tangling his enemy up.

"See what I mean about how weak you are," Kaine whispered, ramming a punch to his ribs, doubling him over. "When he perfected the clone, he weakened it."

Kaine once again grabbed the Scarlet Spider around the face and tried to smother him.

Peter could see this killer clone about ready to destroy the Scarlet Spider, just like he did Venom. Then he saw Brock's fingers twitching.

'_There was no way he could survive that,' _Peter thought but there was a second where the web slinger shook his head. _'Yes…..absolutely no way, which means you're an idiot for even figuring that out.'_

He massaged his throat, trying to figure out a way to his feet. The web slinger was rattled, beaten up, battered and abused.

Scarlet Spider was now strung up by his own webbing in a crucifix position and Kaine leered at him with a dangerous look dancing through his eyes.

"You wanted to be a martyr," Kaine whispered, and he slammed his fist into the chest of the Scarlet Spider, beating him up.

"Actually that's my job."

Peter managed one glancing kick but Kaine blocked another kick.

"I just don't feel, sorry," Kaine whispered, snapping Peter's ankle back and he caused him to land head over heels onto the ground.

His knee had been popped from its socket, and the web slinger took a moment to roll over, wincing.

"Okay, didn't quite go as I planned," Spider-Man said, he felt like he was on one knee and he was gimping on said knee.

Kaine rushed him, trying to knock his face in but Peter ducked it. Again and again and again, he didn't have his powers or his memories completely back.

But he had enough wits about himself where he knew that he was in some deep shit, and if he didn't….well the state of Venom and the state of the Scarlet Spider should just do a wonderful job in cluing him in.

* * *

"So, you couldn't defeat one child, who had amnesia and didn't know what was going on around him, could you?"

Sinister's voice was coarse and mocking, not to mention directed at the Marauders. The group of them hung their heads, feeling like failures.

Vertigo was the one who spoke up. "Master…..forgive us please…..it was Venom…"

"Venom, yes I recall Venom, a weak defective project, something that you should have exterminated," Sinister said. The fact that imperfect clone was allowed to live was an insult to his work. 'Warren's greatest botch in my service and there were many."

Miles Warren was someone who Sinister recalled with the greatest of anger. He betrayed the man at a most critical time and set back his work for years. He was just finally getting back to the state that he would be.

"That being said, I would hope that my Marauders would be a lot better than to fail against a genetic reject like Venom."

There was a lot of cringing going on with the group and there was no doubt that there were some fingers of blame that were about ready to be pointed.

"Spider-Man still lives, Spider-Man still breaths, and that inconveniences my plan," Sinister whispered harshly, his eyes glowing with pure malice from the shadows. The entire group were terrified at what he could do to them.

And what he could to them was extremely wicked and cruel.

"And someone will have to perish, and it might be you Marauders, if you don't get it together." Sinister warned them and his voice was absolutely cold and indifferent. "The one that is coming does not tolerate failure and neither do I. I brought all of you into this world and I can take you out."

The Marauders might have feared Venom after their initial encounter with the man but they feared Sinister even more. He had given them great power and it was their responsibility to use it to serve him. The man could have just as easily taken it away.

"Do I make myself clear?"

They all nodded, resembling overgrown bobbleheads, that seemed obsessed with pleasing their master. The man's mouth curled into a devious grin and there was only one statement that came from his mouth.

"Good," Sinister whispered, his harshness dripping from his voice, and they would not screw up this time. Or it would be the very last time they failed him.

The Marauders were terrified about this prospect. Going up against Venom was one thing, going against Spider-Man was another thing, but there was no way in hell they were going to defy their master, Mister Sinister.

"So, what do you we do now?" Blockbuster asked and Archlight, who joined the group, along with Riptide.

"We trap down the web slinger and make him pay, and kill anything that looks like a spider," she said, cracking her knuckles and the Marauders thought that might be a likely solution to the problem.

"Good idea, really good idea," they agreed, nodding up and down like a demonic bobblehead.

"Yes, indeed," she replied in a crisp voice and Blockbuster leaned forward, grabbing a large iron bar.

"Punk got lucky last time, I'll make sure he doesn't get up."

"And Venom…"

"Leave him to me," Veritgo said, she knew that even that suit would not be able to protect him for long from the effects of Vertigo. Should could not wait to split his head open and his brains to spill out on the pavement.

The Marauders understood what they had to do right now, and prepped themselves for the battle at hand.

* * *

'_Okay this is absolutely nuts, but what are you going to do, don't lose your head, do not fucking lose your head…..you're losing your head, aren't you?'_

Gwen was talking to herself a mile a moment. She thought that the city was nuts before. The sounds of battle she heard from the alleyway and she stopped.

She stopped and saw Venom lying on the alleyway, groaning once again. The blonde lifted up her arm and hit him with a sonic blast.

'_And Brock's completely bonded with the symbiote, that's wonderful,' _Gwen thought to herself. The only way to get it off of it now was to kill him.

Then she saw this Scarlet Spider hanging from the ledge of an apartment, webbed up in some kind of demented crucifix style pose.

This was starting to be a bad time to be near spider-like creatures and Gwen could feel her hands tremble. The blonde made her way forward, her heart drumming hard against her chest. The blonde shook her head.

'_Don't lose your fucking head, do not under any circumstances lose your head,' _Gwen reminded herself and it was some kind of mantra.

She could hear a rumble of the fight and she took a step over the limp body of Venom.

"Spider-Man….killer….no chance," Scarlet Spider she and Gwen looked at him.

"What are you talking about?" Gwen asked.

"Let me down….please," Scarlet Spider said and Gwen looked at him, that could not really be an extremely comfortable position to be in. He was hanging very limply, and it was hard for him to hold his head up.

"Okay, I'll let you down, but…..don't attack me, okay."

She wanted to know what the problem was with this and she didn't trust the Scarlet Spider after their last encounter. At the same time, the blonde decided to use a laser on her suit to melt the webbing.

The man fell, landing on his feet.

"I'm fine, but Spider-Man won't be."

Gwen tried not to fly head long into panic mode with reckless abandon. "What do you mean…WHAT DO YOU MEAN THAT SPIDER-MAN WON'T BE FINE!"

"It's the killer clone, he's trying to take everyone out."

'_If there's one thing worse than a clone, it's a killer clone,' _Gwen thought, she had a very bad feeling in the pit of her stomach that was only growing by each second.

There was a sound of an attack nearby that caused goosebumps to rise on the back of Gwen's arms. The blonde made her way over to the other side and she was greeted by what she would have to say was a horrifying sight.

She could see Peter, not in costume, and thus with no protection at all, being bounced off of a set of trash cans.

"It's just like the trash that you allowed you live and roam free because you're too weak."

Iron Spider knew that she had one clear shot to take him out, she had to take it.

She blasted him with two stun blasts and caused him to fly backwards into a nearby wall. He took both walls out and crashed hard into them.

Buried underneath a pile of bricks, Gwen breathed a sigh of relief as this killer clone appeared to be out of the picture, at least for now.

She hoped, potentially preyed a little bit that he stayed out of the picture. She rushed over towards Peter.

"Peter, oh Peter, please speak to me."

Peter got to his feet, and Gwen supported him. He really needed medical attention.

"Oh um hi Gwen," Peter managed, hoping that he called her by the right name.

"You just pulled that name out of thin air, didn't you?" Gwen asked and Peter looked rather sheepish.

"A lot of bits and pieces are coming back to me," Peter said. "Although I can't for the life of me recall why you're wearing that gaudy armor."

"Hey, I modified this myself, it's not gaudy," Gwen said, throwing herself completely into the defensive mode.

"If you say so," Peter said and Gwen sighed, for a moment.

This was getting to be a bit too intense for her liking and she needed to get out of here and soon….sooner rather than later.

"You should have struck me with something more lethal."

He sprung at her, nailing Gwen with a glancing blow, knocking her against the wall. Then he returned to stalk Peter.

"Hey, you just made a bad move now," Peter said, grabbing his leg out from underneath it, and twisting it back.

Kaine groaned as his leg completely snapped with an ugly break. He wasn't healing from that one and Peter nailed him with a running soccer like punt to the face.

The killer clone flew back, his noise splattering blood everywhere against his mask.

"You started it, but can you finish it?" Kaine managed, getting up with a limp and Peter rushed him, one arm extended.

BAM!

He named him with a series of punches, even though his knuckles got sore.

"Let's find out."

* * *

Felicia Hardy roamed around, like the ever present Black Cat, searching for something.

'_Yeah, you could have gotten out of town with the rest of the people that had any sense,' _Black Cat thought and she could see something stirring in the shadows.

The rioters had finally died down a little bit, not that hard given that half of them got beaten to a pulp by Venom.

That being said, she could hear the sounds of a fight and she turned around, there was something stirring in the shadows.

'_Easy girl, you don't want to lose your mind out there,' _she thought, shaking her head. She did have the sonic weapon pointed. It was intended for the symbiote, but it would work just as well for anyone else.

She could see the young man fly over the fence and land at her feet. She recognized him as the unmasked Spider-Man, Peter…..Peter Palmer, wasn't that his name? Or something like that? She couldn't remember, she always thought that taking him outside of the mask cheapened things just a little bit.

That beings said, she watched the progress of the Iron Spider as she flew forward and knocked her enemy back with a huge whirling punch. The killer clone backed off, a sadistic glint in his eyes, as he blocked the attack.

"Weak."

He whipped her arm back and caused her to fly backwards.

"Well, she might be weak, but I'm not," Black Cat said and she pulled the trigger, using the sonic weapon on him.

"Do, I look like a symbiote to you?" Kaine asked, grabbing the weapon and grabbing her wrists.

She scratched his face and nailed him with a huge kick.

A series of missiles shot from the armor and knocked Kaine back.

"That's not very weak,' Iron Spider said, and she flew forward, nailing Kaine right in the ribs with a huge punch rocking his head back.

"Still breathing," he said, punching his hand in the chest plate.

"No, I don't think that I'm losing another suit of armor," she gasped and Mary Jane rushed forward from behind, nailing him in the back of the head with a baseball bat.

It splintered over his head and stunned him for a minute, allowing Spider-Man to perform his action, hoisting him up.

The two spiders exchanged punches in the air, somersaulting with acrobatic abilities, with the girls below watching the attacks.

"So, are you okay?" Mary Jane asked Gwen, helping her up to her feet. The blonde was on wobbly legs and she shook her head.

"I've had a lot worse," Gwen admitted, trying to catch her breath.

"That's for sure….the city is crawling with spiders," Black Cat said, and she decided to give her assessment on the matter. "I guess you can really have too much of a good thing."

Gwen sighed, she had Peter for a moment and then she lost him again.

"We'll find him, trust me, we'll find him,' Mary Jane said, putting her hand on Gwen's shoulder.

Gwen nodded. "I know we'll find him but you can't deny how frustrating it is that I just had him for about ten seconds….."

"Believe me, I know," Mary Jane said, she looked at the baseball bat, it did do a good job at getting this twisted clone's attention.

"Just how many clones are out there?" Black Cat asked.

"Well two, three if you count Venom," Gwen said and she opened her mouth and was about ready to go with the "so far" addition to her words.

The night was only beginning, all three girls had a feeling.

* * *

Of all of the time's for someone's memories to come back completely it would have to be now. During the time where he realized just how much of deep shit that he was in. Surely enough, Spider-Man was there and Spider-Man still breathed but for how long, he didn't know.

'_Yes, I'm really screwed now.'_

Kaine slammed him down onto the ground.

"You know, your girlfriend is more of a bad ass than you are," Kaine said.

"I'm sure she'd take that as a compliment," Spider-Man said, wishing that he had something, anything, to defend himself.

"Allow me to put you out of the city's misery."

Spider-Man dodged two explosive barbs, which burned a hole through the street.

"And where do you get all of those cool toys?"

"I built them, when my mind is put to use, I can do anything," Kaine whispered, grabbing Spider-Man around the throat and squeezing.

"Yeah….including that," Spider-Man said, throwing his arms around and nailing him right in the face to be honest.

Spider-Man once again managed to power out. Spider strength was something that he had to use and he couldn't have it fail him now.

He wrapped his arms around Kaine's neck and squeezed, but Kaine rammed him back first into the wall.

He raised his arm but suddenly the effects of Vertigo caused him to be dizzy.

'_Well, my night just got even worse,' _Spider-Man thought, dodging the lumbering form of Blockbuster.

He punched the wall, which was a good thing, because if that would have been Spider-Man's head, it would have been all over.

"You think that you can stop me," Kaine whispered, blood pouring from his mouth. He struggled but he couldn't even hold his head up.

"There is nothing that can withstand Vertigo," she whispered, holding Kaine down onto the ground.

"Yes, that's what my head really thinks," Kaine grumbled, nearly holding it up but he collapsed down to the ground hard.

"He's not so strong," Blockbuster grunted but Spider loosened the bolts of a ladder and tipped it over onto him.

"Oh, but this is…"

"Take him down!" Vertigo yelled to Harpoon.

Harpoon hurled two of his name sake weapons at Spider-Man. The web slinger dropped down and they blew up the platform that he was standing on. The wind was sent from Spider-Man's lungs, with him dropping down to the ground.

"Okay, just got to, focus, and figure this out!"

"You've already lost Spider-Man!" Vertigo yelled and once again, the same vertigo effect that took Kaine down was wrecking havoc on Spider-Man. The web slinger tried to lift his hands.

Blockbuster stepped on Spider-Man's back.

"The boss says finish him, so we'll finish him."

Spider-Man could see that his double was down on the ground and Harpoon had one of his namesake weapons at his head.

"And what about the reject?"

"Deal with him as well, and the other two, the boss cannot afford to have any spiders."

Spider-Man once again struggled but the Vertigo effect was holding down. Blockbuster was about to crush his skull like an oversized grape.

'_Yeah, I think I liked it better when I didn't know what was going on."_

**To Be Continued. **


	5. Chapter 5: Rebirth Part Two

"Any last words Spider-Man."

One thing that Spider-Man could remember, that he wished that he could forget, was all of the super hero villain clichés. The more that was coming back to him, the more he realized that he was this close to getting a bingo. Especially with Blockbuster's sweaty palms pressing into the side his head, trying to crush his brain like a grape.

"Yeah, you need a breath mint, really bad," Spider-Man managed, he had no web shooters and his spider strength was weak after so many weeks in god knows where.

"He thinks he's amusing now, but he'll be even more amusing on a dissection table," Harpoon said, the man's amusement reaching a fever pitch.

"What is your fixation, no seriously, what is your fixation?" Spider-Man asked Harpoon but he could see the man lift his hand up in the air. "Okay, that's your fixation, fair enough but you couldn't just…"

"Does he ever shut up?" Harpoon grumbled.

"He will in a minute, Blockbuster, do it, I want to hear his neck crack."

As if on cue, another figure jumped on Blockbuster's black, blinding him, and that caused his grip on Spider-Man's head to slacken. The web slinger decided to strike while the iron was hot, hitting one well placed punt right in the family jewels.

With Blockbuster doubled over, it was Spider-Man's turn to strike and strike he shall, with a series of well placed rapid fire kidney punches that doubled over his enemy.

"Damn, you're not going down rather well."

Vertigo tried to take down Spider-Man but the Scarlet Spider webbed her up, to prevent her from attacking.

"Um thanks," he said.

"That's what a spider man does, even though I'm not technically a Spider-Man," he remarked, and he dodged underneath the large beefy arms of Blockbuster.

"Tag, you're it," Spider-Man said, bopping Blockbuster across the back of the head with a huge punch.

Blockbuster growled, and Spider-Man staggered back. The Scarlet Spider launched himself onto Blockbuster's back, pounding away at his shoulder.

"You're right, this guy could use a breath mint."

Scarlet Spider was flung off to the side and Arclight rammed her hands into the ground, causing them to be stunned.

A missile shock through the air, with a sonic blast which caused the Marauders to double over. The Iron Spider hovered over them in mid-air.

"How many spiders are there?" Harpoon wondered.

"This is the last one, I'll make sure if it," Arclight said, raising her hands, about ready to take the Iron Spider out.

She got a blast of electrified webbing tying her up.

Spider-Man shook his head, avoiding the swing of the punch from Blockbuster. He came close to having his head caved it.

Another punch and this time Spider-Man dodged out of the way. The wall crumbled and buried Blockbuster underneath a ton of bricks.

'_Okay, I've got him, that's good, but I'm about ready to be blown to smithereens,' _Spider-Man thought, dodging Harpoon's attacks as he threw his trademark weapons at the web slinger.

There were days like this where Spider-Man felt like he was in a shooting gallery. The wind was almost knocked out of him as Harpoon tried to run him over, but Spider-Man dodged the attack.

He whipped the weapon of choice from his hand with his webbing and forced it back into Harpoon, knocking him back.

The battle was devolving into pure and untamed chaos. Spider-Man could see the Marauders, trying to circle around for a battle plan.

"Don't think that I didn't get invited to the party!"

Venom dropped down, and Vertigo smiled, raising her hand.

"Kneel beast, and behold….."

Gwen nailed her with an repulser beam, causing her to fly face first onto the ground, smacking rather hard.

"She's being a bit too melodramatic for her own good," Gwen suggested, a frowning passing over her face.

Vertigo scrambled to her feet, the odds not being in the favor of the Marauders. Two of them decomposed underneath the pull of their severe injuries.

"Clone degeneration," Spider-Man whispered, and it should have been obvious that Sinister brought his Marauder's back to life.

"So how are you feeling?" Gwen asked Spider-Man.

"Honestly?" Spider-Man asked her and she nodded.

"Honestly," Gwen confirmed.

"Like I have a splitting headache."

She could see that but there were numerous problems that they had to deal with. She had a feeling that the Marauders and Sinister's return was just the tip of the iceberg.

And Venom just disappeared off into the night, likely chasing the Marauders down. Gwen was inclined to just let him go, it was much easier that way.

* * *

"Failed again, but it is something that I expected. The game had changed, and the saying that you create your own worst enemies is more than true."

Mister Sinister addressed the Marauders that had not been killed in the fight. That being said, all of them seemed to be dazed and disoriented from what happened.

"Master you have to understand…"

"Oh but I understand," Sinister told them in a crisp and calm voice. The Marauders turned towards him, their eyes locked onto him. "I understood that when the Scarlet Spider entered, the plan might have changed. You failed but at the same time, you succeeded. You kept all of them occupied."

"So, the plan….."

Sinister held his hand up and the Marauders were stricken completely and utterly quiet. The man himself looked at them.

"A complete success."

That was something that caused the Marauders great surprise but they were not about to complain about it. Especially when their master was pleased.

"We might have lost Blockbuster and Harpoon, but they can be re-built, so nothing of value was gone," Sinister said. "Soon the world will be forced to evolve and those who will not do so, they will be swept underneath a current."

He watched his minions, with a wide smile on his face.

"Now leave me, I have much to do."

Vertigo looked at her master, but she knew better than to argue with him now. Especially considering that she got to live another day, so the woman turned on her heel and walked off without another word.

Then Arclight and Riptide followed. Essex smiled, the Marauders were useful tools but he would have much more powerful weapons at his disposal. Although the more warm bodies he could have, the better.

His plan nearly had been set back, it turned out that he got things almost right the first time, with the botched cloning attempt. The two other clones would be thorns in his side but the funny thing was that clones would have a short shelf life.

It was down the stairs into one of his main labs, it was cut off from the rest of the facility. Essex walked, making quick strides, getting closer and closer to the edge of the lab. The smile on his face grew increasingly wicked as he waited to see the fruits of a long experiment.

He typed in an exceedingly long passcode, causing a vault to crack open. A light blinded Essex, and he could feel something.

The darkness might have been unsettling to some people but to Nathaniel Essex, this was personification of power that was reaching out and trying to touch him.

All he had to reach forward and touch it. The first key was at hand, soon the master would be free but that was far from all he had.

'_Power, I can feel it,' _Essex thought, and he could feel the excitement boil through his body. It was times like this where he was this close to obtaining something that he had been searching for during his entire life.

They he turned his attention to the test subject that was trying to escape for lack of a better term.

"At ease my pet, you might seem caged by now but soon things will get better. You'll see, you'll be allowed to play, once I'm certain that you will thrive."

The first symbiote had led to an interesting side effect but this one on the other hand, this one was far more dangerous to be honest. It was so stunning, so brutal, and dare Essex say it, but it was so beautiful as well.

Pure and complete carnage, it nearly chilled him to the bone. Who knew this creature would spawn from something so innocent.

Then again, innocents can be deceiving.

"Soon my pet, soon."

* * *

"It all came back to me over time," Peter told Gwen, as the group rested after the storm had passed. Although none of them could shake the feeling that this was the calm before another even worse storm. "Except for one simple thing."

Gwen sighed, she was afraid of that one. "Where you were from the time where you beat the Hobgoblin and the time that you woke up in that homeless shelter."

"Yes, and good thing that I need a shave, because more people would have recognized me," Peter said, and he finally addressed the elephant in the room that they had been carefully avoiding.

"So the Hobgoblin ripped your mask off and exposed you to the world as Peter Parker," Gwen said, and there was no question about it, the blonde looked over her shoulder, almost as if she was expecting a group of criminals to get their easy licks in now that the news that Spider-Man was back in town reached them.

"What can you do?" Peter asked Gwen and Gwen smiled.

"You can't really do much of anything to be honest," Gwen offered in a fairly gentle tone of voice. "I wish I could say that things would be better for all of us but…"

"You know better, don't you?" Peter asked her and Gwen smiled.

"Yes, Peter, I know better, trust me on this one," Gwen said, her smile locked onto him. The blonde brushed her fingers through the top of her hair. "Going to get much worse before it gets better, but we'll do it like we always do, together."

Peter was glad that she had confidence because he was not sure if he could match it now. The truth was that he had been knocked around a fair bit and he cleared his throat.

"It's just…..I had the instincts, but something was off about them," Peter said, looking at Gwen.

"Well is something off other than the fact you need a shower?" Gwen asked, trying to lighten the mood.

Peter was about to protest but he caught a whiff of himself and conceded that Gwen might have a slight point. "You know you have a point but I wasn't talking about that."

Gwen understood, technically coming back from the dead, that would mess anyone up. It was a good thing that Peter Parker could be counted among the many missing, besides it wasn't like New York City was something that was on the radar of most of the world.

"So, you're going to be alright?" Black Cat asked, walking forward. "Spider, you're a sight for sore eyes."

"Thanks Cat, good to know that you care," Peter said, trying to shake off the cobwebs, something that was a fairly literal tone right now. The web slinger thought that things could have gone a lot worse than they did.

"Well, you know, got to watch out for this city now, the few of us that are left, that care, everyone has been infected by some kind of madness," Black Cat said and Mary Jane showed up, to join them.

"Good to see that you weren't killed out there, Pete," Mary Jane said and Peter smiled at her.

"Well this is new…"

"Well desperate times call for desperate actions, although I don't know how you do it."

Peter gave her the answer that pretty much summed up everything and anything about his life.

"If it makes you feel any better, I don't know how I do it sometimes," Peter said and once again he had to shake his head.

The instincts were there, but there was just something that was off about them. He could not really explain it.

"So, I guess we should head home and regroup, because tomorrow is another day," Gwen said and Peter looked over his shoulder.

"With the killer clone and Venom and the Marauders and….that Scarlet Spider….."

"Well to be that fair that one, is one of the good guys, and what a good guy," Mary Jane said with a smile.

"You do realize that he's an exact clone of me, don't you?" Peter asked, voice brimming from amusement.

"Then you'd understand that they have good taste, but I suppose that we should go back to base, MJ….."

"Yeah, I'll come with you," Mary Jane said, the more the merrier.

"I'll pass, I want to take one last sweep of the city, I'll call you if I need to," Black Cat told them.

Gwen held onto Peter with one hand and Mary Jane took him on his other side.

"Well this is an interesting position to be in," Peter commented.

"Just hold on," Gwen said, amused, but she wished that she had been in better spirits and most importantly better humor.

It was off home now, to plan their next move.

* * *

The Scarlet Spider walked over, it had been an interesting journey for him over the past three plus years. The Scarlet Spider shook his head, dropping down from the perch that he was standing on.

'_That's what happens when you stay away for too long, the entire city goes nuts.'_

He came to the conclusion that he wasn't the real Spider-Man. All of the memories were there but it might as well have been that he watched them on a video tape from afar.

They meant absolutely nothing, he had no emotional connection to any of them. That means his life began in a test tube and ended when he finally sustained brutal enough injuries that he degenerated.

'_So, I might be a clone, but that doesn't mean that I can't do anything productive with my life.'_

Of course when one's future was entirely dependent on how well their DNA held up, they had very few options.

He moved to the Midwest to fight some crime there, trying to build a life for himself. He actually became mildly successful, patenting several inventions. He hoped that his original copy wouldn't really feel bad about it.

Then again, after the initial misunderstandings, he felt that they were almost on the same page. At least that's what he thought.

The fact that he was at the Daily Bugle, which seemed like a ghost town, was all of the irony. Jameson was still around in the city but his place of business had been abandoned. The old skin flint wouldn't begrudge his workers for getting out where the getting was good.

The building was powered only by a simple back up generator. Once that was gone, the entire building fell. The Scarlet Spider would not allow that to happen, he would have to have a plan. At least he hoped that he would have a plan.

These things seemed so much easier on the surface, until you really started to think about them. Then they became among the most difficult things in the world.

A punching bag crudely hung from the ceiling of the Daily Bugle basement where he made his lair, for lack of a better term.

'_Might have about six months left before I'm in trouble,' _the Scarlet Spider said, checking his DNA.

The truth was that he had done a lot in his short time. He forged an identity, Ben Reilly, not the most original name in the world, but…..he figured that he had to start somewhere. Plus originality was not something that was important right now.

He worked out his aggressions on the bag, the other one, the second copy, he got away. Then there was their demented older brother, the skin suit that held together what was left of Eddie Brock.

'_The symbiote has to destroyed, because if my calculations are correct, it's spawned, it might have done so already.'_

He once again hammered at the bag.

'_At least the prime copy is back…..but he shouldn't have survived that, should he?'_

That was an interesting question and one that he kept going back to him. So far his strength and reflexes held tight. He half expected some kind of hyper aging.

Could he find a way to stop the clone degeneration? With his intellect, it was not out of the realm of possibility.

The real question was, should he do so? That was one that was a little less cut and dry. Ben continued to beat on the bag, testing his energy.

So far there were no more sightings of Venom, there had been some kind of crude news network set up, with streaming video on the Internet. There were some real nuts that set up camp in the city still.

He learned not to pay many of them any attention.

* * *

Peter felt a bit off, he was not going to lie. And the more that he thought about it, the more he realized why the reason for this was. He was dead, at least for a short time.

There was a big blank that he didn't like.

And the city that he tried to protect had gone completely and utterly mad. That was the most galling thing.

'_With great power, there comes great responsibility,' _Peter thought to himself, trying to recall those words that Uncle Ben told him, they were more than words, they were a lesson that can be taught. _'Yeah, I hear those words, but what do they mean these days?'_

Peter Parker frowned, he was trying to see if he could make any sense of this insanity. Now that he had a shower, a shave, and a meal, he was in a bit better spirits. But at the same time, he was lost in his thoughts.

There was just so much that had changed in even a few weeks. New York was sealed off from the rest of the world. He had no idea how it didn't just burn to the ground becoming the land of the lawless.

"Tony Stark and Steve Rogers are on their way to Washington, to try and talk some sense into Congress."

Gwen said that to Peter, standing next to his shoulder at the door.

"Well, hopefully they can work another miracle, as Congress should remember that the last time they didn't listen to these two, we nearly had a robot apocalypse," Peter replied and Gwen blinked. "But I guess that we'll see, we know how politicians have short term memories."

"Yes, that's the truth," Gwen said and she didn't want to gently prod Peter about his memories.

There was something that she couldn't put her finger on.

"The fact I didn't have a scratch on me when I came out of there, that doesn't unsettle you as much as it unsettles me, does it?"

Gwen was actually kind of pleased but also very apprehensive that Peter asked this particular question. Her eyes averted towards Peter, mouth hanging open.

"It's fine, I understand where you're coming from with this one," Peter told Gwen.

"The missing memories unsettle me more…"

"That I won't disagree with….but someone had to pull me out of the water, who is the question," Peter said, and he closed his eyes. "I suppose that the reason that I might not have memories is because I'm unconscious."

That actually was the best explanation that Peter could think of right now. Any other explanation would lead him straight down the rabbit hole to a realm of absolute madness.

"So, I guess that it's back to business for me."

Gwen frowned, she was concerned about Peter.

"Well….."

"I know what you're going to say, and I agree," Peter said and Gwen blinked.

Her mouth then hung open in absolute stunned shock. "You…do?"

Gwen could not really shake off the fact that something really weird was going on.

"Then again, you said it yourself a long time ago, I quit being Spider-Man about once a month, but…..I don't know, I've never felt so useless than now."

There was something in him that wasn't clicking. It was going to bug him for a very long time.

"I'm not going to force you to do it, I'm not going to suggest what I think that you should do, you should only do what you chose to do and only do it when you're ready," Gwen commented to Peter.

Peter smiled, that was a good plan actually. The young man had tried to put others ahead of him far too much.

Then again, with great power, there comes great responsibility.

Then again, wasn't it his responsibility to make sure that he was as healthy as possible?

Of course, there was the fact that there were other spider themed heroes out there but not all of them were something that Peter felt comfortable with passing the baton in.

He moved his way into the closet and pulled out a fresh Spider-Man costume. It was just like riding a horse, you never forget.

But there was something about this, everything was not playing out as planned.

He would figure this out, that's what he always did.

**To Be Continued.**


	6. Chapter 6: Call for Help

"He's still out there."

That was the one thought that was going through the mind of Spider-Man, grim as it may seem but the fact of the matter was that there were numerous threats still out there, waiting, watching. The most dangerous of them would have to be the Killer clone known as Kaine.

The web slinger's sigh became extremely prominent. This was not what he would call an efficient day to say the least. That being said, the web slinger also understood that there were some things that was out of his control and out of his depth.

But he wasn't sure if he wanted to go there anymore, to go out into the city, and swing high above it. To be Spider-Man, that was something that he didn't have in him.

It had been almost three weeks since he had returned and one could argue that after nearly dying, he would need a bit of a vacation.

"The heart is willing, the mind is unsure, but the body just doesn't want to do it."

Peter turned and saw Gwen standing there with a tray of food with two plates. She beckoned him away from the window. The blonde smiled and Peter followed her, then again there were times where he would follow her anywhere.

"That pretty much sums my entire Spider-career up in a nutshell, perfectly," Spider-Man said, a lengthy sigh passing through his lips.

Spider-Man, Peter Parker, they should have been two sides of the same coin but whatever the case was, he didn't really seem to have his head on straight all that much. The web slinger was confused and that wasn't really a good thing right now.

"I know, but we still don't know why you returned from the dead," Gwen said, gently squeezing his hand and Peter looked towards her.

He decided to eat, that would give him something to do, other than drown into an overflowing pool of his own angst. He did wish that he had more answers but they kept changing all the questions.

"Not to make you feel any more guilty…"

Peter turned to Gwen, a firm glare flashing through his eyes, his jaw completely set. His gaze was intense, a bit too intense for her liking. Gwen shuddered to think about how this could be focused on the criminal element in New York City.

"Well if it's something that you need to know, you should tell me."

"Right, Kaine and Venom…..well they seem to be in an informal contest to see who could knock off more villains, and their methods would even make the Punisher think that they could be a bit too brutal."

Peter didn't want to say anything but he was thinking anything.

'_They came from me, therefore, that's what I could be.'_

The web slinger shook his head and Gwen kept her hand firmly on his shoulder for a few seconds.

"But the good news is that the Scarlet Spider is keeping with the old Spider-Man spirit and is actually doing something to humanely deal with the bad guys."

"That's good, glad that someone's doing it there, but I'm not sure if there's any humane way to keep the bad guys out bay now, that will be long lasting," Peter said.

The web slinger tried to work over the thoughts in his mind. SHIELD was gone, the X-Men were still gone, the Fantastic Four was missing it an alternate dimension, and while the Avengers were out there, they couldn't spend all of the time dealing with all of the threats in the city.

"Is this all for nothing?"

Gwen frowned out that question, the blonde shook her head, her hair flying everywhere. "You know Peter, that's a loaded question, and I don't think that I'm really qualified to answer that one to be honest."

"Okay, that's fair enough," Peter said with a long sigh and he looked at Gwen. He really wished that he could be qualified with the answer.

He could see the news, there were some people that were cheering Kaine and Venom for what they were doing, saying that they were the heroes that they should have had.

"Everyone likes an anti-hero for the short term," Gwen reminded him. "But in the end, we need someone who will save the day, the right way."

"I'm not even sure what way is the right way anymore, Gwen," Peter said and there was despair coming through his voice as he said that. Gwen frowned, placing her hand on Peter's and she told him what she thought, honestly.

"That's the answer that you're going to have to seek, and once Spider-Man returns….if he returns…..the world will know."

Peter just hoped that Iron Man and Captain America were having better luck with Congress than he was with his own internal demons.

* * *

Gwen still had some of the SHIELD equipment, and there was a bit more that she salvaged from the wreckage. The problem was that she wasn't the only one who salvaged it.

'_I wonder sometimes how an entire government organization can just go off the map like that, and I know Nick Fury wouldn't let it to die on his own, unless he's completely in trouble,' _Gwen thought and then her mouth hung open at the thought of that. _'No, that's a bad thing, can't think about that, that would be bad, awful even, just can't…..just got to focus Gwen, and it will come out right, you'll see.'_

The problem was that she did see and there was a lot of problems with what she saw. The blonde was tinkering with things, but the problem was the SHIELD equipment was picking up so many problems that Gwen didn't really have the slightest idea where it might be a good place to begin.

'_Well this is a big mess,' _Gwen thought to herself, frowning, looking through the equipment once again. She thought that she had been in the midst of some issues before but it seems like the more questions she asked, the more they kept changing the answers.

Peter decided to keep her company, bringing her a cup of coffee.

"I went out for a little bit….as a civilian…..thankfully we can still get a good cup of coffee somewhere…..better enjoy that why it lasts," Peter told her.

"Yes, thank you," Gwen said and she looked at him. "Do you realize how dangerous it is….."

"It was dangerous for me as Spider-Man, it's even more dangerous for me now that everyone knows that I'm Peter Parker, but…..the problem is, no matter what, everyone's going to be in danger because the cat's out of the bag, and it's not coming back in," Peter said.

"Too bad Jean's now here, we could ask her to mindwipe your identity."

Gwen realized what she said immediately, even if it was mostly in jest and Peter's face went into a pained expression. She should have remembered that the X-Men and their disappearance, that was kind of a sore subject for Peter.

'_Way to stick your foot in your mouth with that one, Gwen,' _she thought to herself, wishing that she could take back what she said.

"Well there's still records, and you know when something's up on the Internet, it's there forever."

"All too well," Gwen said but she didn't say anything else. "So are you….."

"Let's see if we can find Kaine and Venom," Peter said, deflecting any line of question.

"HELP!"

There was a garbled scream and that nearly jolted Peter and Gwen off guard. Gwen shakily lifted her hand, placing it on the microphone hooked to the equipment.

"Um, Hello?"

"HELP, SOMEONE…."

It cut out and Peter suddenly recognized the voice. "It almost sounded like the Invisible Woman."

There were even more garbled sounds and Peter slammed on the side of the machine but all he managed to do was bruise his knuckles.

"I don't think that accomplished anything," Gwen told Peter and Peter's lips curled into a momentary smile, looking towards her.

"Well, I thought that it would work but that sounds like the Invisible Woman," Peter said and the signal was faint. There was still some speech but things were completely garbled. The blonde shook her head.

"You know, if we only got a stronger signal, we could figure out what's going on and track them down."

That seemed like sound thinking, at least it did to Peter.

"So where do we find that strong signal….." Peter started, but then it hit him. "Reed Richards could have something in the Baxter Building that could amplify the signal."

"Well yeah, it would be a surprise if Reed Richards didn't have something in the Baxter Building," Gwen replied, her lips curling up in thinly veiled amusement and she shook her head.

"And there are people on the Internet that call him useless," Peter said but Gwen made her way to the closet to prepare the Iron Spider armor.

"So, I'm prepared to suit up, the question is, are you?"

Peter watched Gwen rifle through the closet, pulling out the Iron Spider armor.

Peter considered his options for a few seconds, he wondered, should he, or shouldn't he? That was the big question and he didn't really know. The one thing he came close to figuring out was that he had a clear idea of what he wanted to do, at least what he thought.

"Well, if it's for an old group of friends, I suppose that it couldn't hurt," Peter said, pulling out a fresh pristine Spider-Man costume, with fresh web shooters, and a batch of web cartridges.

It was time for Spider-Man to swing again.

* * *

"Looks like the Fantastic Four haven't been here for at least a few months now," Gwen managed, her eyes watching as she made her way into the Baxter Building and Peter looked over his shoulder.

"Yeah, with the choking clouds of dust…..how could you tell?" Peter asked, nearly becoming blinded by them.

That being said, they managed to carry the tracking module that had triggered the distress signal. As always, Reed's lab was a place that all geeks would give their right arm to spend five minutes in.

"Don't get distracted by the shiny," Gwen reminded him, even though she took a look around, seeing inventions as far as the eye could see, about half of which she couldn't even pretend to understand but the fact of the matter was that she didn't really need to understand them. That being said, she could have just about geeked out with what she saw.

"Yeah, like you have room to talk."

Gwen playfully swatted Peter on the arm and the two made their way over to what appeared to be a portal of some sort.

"So, strange portal that might lead to some interdimensional place, that couldn't really have anything to do with anything, now could it?"

"Knowing what the FF get up to on a day to day basis, that could very well be the exact thing we were looking for," Gwen said, she looked kind of nervous but also at the same time, she was very excited. It wasn't every day after all that you ran into a portal like this one. The blonde fixed her gaze on it and Peter looked at her, before snapping his fingers. Gwen turned towards him.

"I know, but we've got business to take care of and not a lot of time to do it," Peter said and he saw a sketch pad written down. "So, you think it's some kind of coordinates?"

They were a weird sequence of numbers, so Peter was going to lean towards the fact that yes they were coordinates and some weird ones never the less. Gwen eyed them with apprehension dancing through her eyes.

"Seems to be the case now, doesn't it?" Gwen asked him and Peter smiled, running his finger over them carefully.

"It shouldn't be too hard to pinpoint the location, they might already be programmed into the portal."

Peter could feel Gwen's burning intense gaze on the back of his head and he added, knowing that he would be in trouble if he didn't. "But it's best to check."

"It might not even be the set of coordinates that the FF have been sent to," Gwen reminded him and Peter smiled, he realized that one hundred percent.

The web slinger decided to start up the portal, and the fact that they were not sucked into some pocket dimension immediately upon firing it up meant that was a good sign.

But it was best not to jinx things, just to make sure.

'_So, let's see….wow this is precise, but it matches up.'_

"Let me guess, it matches up quite nicely," Gwen said and Peter nodded at her.

"Right in one, it matches up pretty well," Peter confirmed to her and he could sense Gwen's long sigh escape her lips, with said lips being pursed together, she was apprehensive. "I guess there's only one thing to figure out what to do…and I'm pretty sure this portal shuts down when someone is not in the lab to man it."

"Why would Reed Richards design something like that?"

"I think the auto control thingy is burned out….yeah that's not a good scientific term, I know."

"Yeah, Pete, lay off the Buffy reruns for a while and focus," Gwen said with a smile on her face. "So I guess that someone has to be….."

"It's better if I go in there, and no, it's not because I think that you're incapable of doing so but because….."

Peter didn't want to say because he wanted to prove himself after he came back and he wasn't sure he came back right. That being said, the mask was pulled up and he was in full Spider-Man mode.

"Well, you know what I'm trying to say…"

"Relax," Gwen told him, with a smile on her face, closing the gap with a light kiss being pressed on his lips. "I understand what you mean perfectly…..but that doesn't mean that I have to like it."

"I would be honestly surprised if you did like it," Peter said and he looked towards Gwen. "So, I guess it's the only thing to do is to wish me luck."

"Yeah, good luck," Gwen told him, watching him go through the portal, she could not shake off a feeling if incoming dread that curled through her stomach.

* * *

There was a dark and brooding figure who was pacing in the shadows and she was not a happy camper for many reasons. In fact, there was an amount of rage that was building in her eyes. The plan did not really go as planned but at the same time, it went kind of as planned.

But she did not do half backed plans, she wanted results, and she wanted to get both of them here, to enact her revenge on them for the part that they played in their humiliation, but she supposed that she wouldn't have everything in life.

The first part of her scheme was the Fantastic Four. Check, well mostly check, three of them were trapped and ready at her disposal to do what she wanted to. Likely to dispose of them when the time was right. The fourth one managed to slip away, but she was the one with the most sense, at least that's what this particular person said.

She wanted to capture the spider and his mate. The spider had made his way, ambling foolishly into her web. His mate on the other hand, well she was a tad bit more resourceful, not ambling into a trap so easily.

'_Well not everything can get my way, but when I find a way out of this prison, I'll make the entire world pay.'_

"**You child, are a fool for thinking that you can stop them all when they have defeated Doom."**

And there was the voice that popped up in her head, every now and then, to disrupt her day. How she loathed that voice and all that it stood for. The dark haired female shook her head, she had a bit more power than she did the last time that she popped up.

She would not be spoken to like that, not by Doom, not by anyone. She was worthy of the respect of anyone and all of the critics, they would be silenced when she had her way.

Rhona Burchill, better known as the Mad Thinker, changed a whole lot since the time that she was sucked to this place. Energy glowed through her body and she waited for the spider to come to his den.

She turned over, Reed Richards trapped in an containment unit that his arrogant brain could not find a way out of.

"Yes, struggle all you want Richards, but you won't be able to break out," she whispered, a wicked grin on her face.

"**That fool will find a way out, for Doom has never been able to trap him."**

Rhona ignored the little gremlin in her head and saw the Human Torch, trapped in a cell full of a special design of gas that she created just for this occasion.

"I'm sure you're not the brightest bulb in the box, so I'll explain this in short words, you flame on, you go boom."

The Human Torch knew that even he could not find a way out of there. The member of the Fantastic Four tried to get his way out, find a way out there without flaming on.

The Mad Thinker had a particularly cruel fate, or so she assumed for Ben Grimm. She had a mirror in front of him, showing him what a cruel and useless monster that she thought that he into her. Then he shifted back into his more human form for a few seconds, and then back to the Thing.

It was a double trap, as Reed Richards could seem how seamlessly that she could turn his friend normal, something that he failed at.

"Why are you doing this?"

"Do you even need to ask, I thought that you would be smart enough to figure out what a pre-school child could figure out," Rhona said, she was unable to believe that Richards would be this foolish.

"Well, indulge a fellow scientist for a moment…"

"You stopped my plans last time, you and Spider-Man and the Iron Spider, and I still haven't forgiven you from spurning me, when I sent you that letter, and you never responded."

"Hold a grudge, much?" The Human Torch asked and Rhona's eyes turned towards him, dangerously flickering.

"You will be silent."

"Okay, I'm shutting up," the Human Torch said, half mockingly, making a zipping his lips motion with his fingers and the woman's eyes burned onto his face.

"A foolish child, but I suppose that I couldn't think anything less from the likes of someone like you," Rhona said. "The Invisible Woman should be here but…"

"My sister is smarter than you, so ha!"

"You will be silent."

"**I have told him that numerous times, but he will not listen. And you should have destroyed them instead of holding them captive, for they will escape."**

Rhona ignored Doom, he had no idea what he was talking about, and had no idea about the brilliant sophistication of her plan.

All she had to do was lure a spider into her den.

* * *

Spider-Man traveled his way into the unknown and pretty much regretted it already. There was an eerie red sky surrounding him, along with dark clouds. His mind was going to places that he thought that it shouldn't go. The web slinger took half of a step forward and the breath was nearly knocked out of his body.

Suddenly, his spider sense went absolutely and utterly haywire, and it had complained before but never like this. The web slinger stood rigid, wondering what was up, and he looked over his shoulder, mouth hung open as something approached him.

The web slinger could see it making its way there, approaching him. It was a large spider like creature, with fangs and hairy, disgusting likes. That was how he was when he was turned into the Man Spider many years ago.

'_Well, isn't this ironic?' _

"So, would eating me be considered cannibalism…..actually you shouldn't eat me, you don't know where I've been," Spider-Man said, dodging the attacks from his uglier cousin.

This was not going to be a fun time and the larger spider monster charged Peter, in an attempt to take him out. The web head dodged it with expert reflexes, even though his heart drummed against his rib cage.

"Okay, come on, you want me….I don't think you do, because you don't really know where I've been," Spider-Man said with a pained grimace on his face, dodging the attacks, avoiding his enemy's attempts to take him down.

The wall crawler shook his head, and once again bounced off stone, and sure enough the creature might was as dumb as it was ugly. The creature rushed the wall crawler, almost smashing through the rocks, and they were knocked completely over from the impact.

"Okay, that's not…..that's not good," Spider-Man thought and he saw the creature cracking his way through the rocks, charging him. The web head braced himself for impact, but there was none coming, due to the fact that an invisible shield struck him.

The invisible shield could only belong to one person, that being the Invisible Woman, who screwed her eyes up in concentration, forcing the giant spider creature back into the den.

She looked at him as he barricaded the spider creature in."

"So you got my distress signal?"

"Yes, I got it, what's going on?" Spider-Man asked, he could tell that the Invisible Woman looked like she survived some kind of intense battle with someone, or maybe something. Actually given this place, a something was rather likely.

Sue smiled at him, shaking her head. "Well, Rhona Burchill….the Mad Thinker….she's back, and I think she might have done the fusion dance with Doctor Doom."

Spider-Man opened his mouth and shut it, he couldn't really think of something to say but he knew that there could be some bad news.

And speaking of some bad news, there was the roars of creatures that caused him pause, with the web slinger look over his shoulder.

They were in for a fight.

"She may have controlled the elements in here."

Again, more good news, and Spider-Man meant that in the most sarcastic manner. More hideous creatures with far too many legs and far too many eyes stalked the web head and the Invisible Woman.

**To Be Continued.**


	7. Chapter 7: Negative Perception

"So, I thought that the little miss Mad Thinker got swept off after Doom was dealt with."

The Invisible Woman sighed, her eyes locked onto Spider-Man's, as they took out the latest barrage of creatures in tandem. Those were down but there would be more on the way, as much as they hated to admit it. "That's what we all thought, or rather she all hoped. She did steal power and try to wipe us out, but she and Doom got brought to another dimension. I guess that dimension wasn't far enough where she would leave us alone."

"Wishful thinking then."

"Yes, very wishful thinking," The Invisible Woman said, but she had been in this game long enough to realize that the villains never really stayed long. "And give how time passes in this place, there could be hours on the outside world and days in here. So you know how long her bitterness could have festered and grown."

Spider-Man knew all too well, time was the cause for all of the bitterness of anyone but he came to another conclusion.

"The rest of your team, they were captured, aren't they?"

Susan nodded, she was kind of sad with what was happening but there was only so much a person could do in this type of environment to be honest. Peter turned to the Invisible Woman, trying to give her some reassurance.

"Yes they're…"

"We'll get them back, you know that, don't you?"

"Yes, I know that," she agreed, and she was happy that he was optimistic. She just barely escaped and she might not have been able to hurt the little brat, but she managed to wound her pride. Something like that hated losing.

"And you realize that the fact you got away, that could work to our advantage. You know, because she's so obsessed with recapturing you that she might take her eye off of other matters."

Sue placed her hand underneath her chin and looked pretty thoughtful about that point, but she thought that he had one to be honest. The problem as she saw it was something that she had to bring up.

"You do realize that she's after you as well?"

"All too well," Peter said with a lengthy sigh. He did hate times like this, but it seemed like there was a line forming.

But there was no time to think about that, with his spider sense going off like it did.

The web slinger looked around, trying to find out the source of what was attacking him, and sure enough he saw it as well.

There was a giant worm that made its way towards both of them.

"Yeah, and why do I think that it's looking at both of us like we're the main course on the dinner menu?"

"Because we are," The Invisible Woman said, but she put it into an invisible box. "I'll try and hold it, see if you can get around the other side and take it down."

"Right," Spider-Man said, and he could feel himself put in the pressure cooker, but that was really just another day at the office for the web slinging hero.

The worm was about ready to break out of its cage and charge them with the full force that they would expect something like that to charge it with. Spider-Man evaded its first attack, jumping on its back.

The worm turned around, its beady little eyes fixed on the web slinger and once again Spider-Man dodged the worm's attempt to charge him. The web slinger thought that he was running around in circles, at least for a few seconds.

Then he saw the giant spider creature burst outwards and it was angry. So was the worm, then an idea hit Spider-Man hard.

He was to give these two a rather interesting meeting of the minds. The web slinger threw himself up in the air and dodged the two creatures, and they collided into each other, nailing the other with a full on attack.

That wasn't exactly the best plan of attack come to think about it, but what were you going to do? The web slinger dropped down, the wind taken out of him and then they were pushed down.

"I thought that worked out quite nicely," Susan said, with a smile on her face and there was a buzzing above their heads.

"Yeah, but I don't think that we're home free yet."

There were giant Spider-Man eating bugs, dive bombing them. Spider-Man saw their paralyzing stingers and decided that it would not be in his best interests, to get hit.

'_Oh where does she find all of these things,' _Spider-Man thought to himself, the web slinger could feel a loud thumping escalate in the back of his head. He avoided the latest attack, before he was struck down hard.

* * *

"Soon my moment of triumph will be at hand, and I will destroy all of you!"

"Can't you destroy us now, so we don't have to hear you go on and on and on and on, about how your moment of triumph is at hand," the Human Torch said, agitation going through his voice. "Seriously, that record's getting pretty worn out, play a different once….."

"I must destroy all of the Fantastic Four and…."

"**You are making a huge mistake."**

Once again, Rhona screwed her face shut. She had managed to block out Victor Von Doom most of the time but his voice nastily piped up at the worst possible time.

"You should be silent, you know nothing, you had plenty of opportunities to destroy the Fantastic Four, and all you did was build a bunch of stupid doom bots!"

The three trapped members of the Fantastic Four looked at each other and Ben looked towards them.

"So…has she gone cuckoo or is there something else going on here, Stretch?"

"Well it's interesting, but I think that when she and Victor got brought here, the two of them merged, well essentially, it is her mind, her body, and his mind all in one vessel."

"So, wait Doom is inside her?" Johnny asked and he pulled one of the most obvious disgusted faces one could ever have. "Brain bleach, I got to have the brain bleach, there are just some thoughts that are too unholy to even think….."

"No kidding," Ben said in a gruff voice.

Once again, the Mad Thinker paced back and forth, trying to have a discussion with herself.

"We better find a way out of here before she actually snaps and murders us all."

"Oh, I don't think that she'll kill us, not before utterly humiliating us first," Reed said and Ben and Johnny looked at him.

"Why do you have to make so much sense, it's annoying when you make that much sense?" Johnny asked.

"Bring me back him, bring me back Spider-Man and the Invisible Woman, and some day, I'll return, and get his little mate as well, all will pay for humiliating me, pay!"

"Well she absorbed some of Victor's brain waves, she's giving mad declarations," Johnny said.

"Actually, I think that she was quite capable of that before Doom was even inside her."

"Stop saying that Reed!" Johnny snapped, growing completely pale and he could feel something twist through his stomach.

The Mad Thinker once again kept mumbling to herself and it was here where Johnny once again turned to Reed.

"She's thought of every way that I could escape, that's fascinating."

"No, that's awful, horrifying, and I can really think of a few more words of how to describe something like that," Johnny managed, shaking his head and he tried to break himself through his imprisonment but once again, there appeared to be no easy way out, at least not from what he could think.

"Ah, chin up kid, we'll find a way out, Sue was trying to go for help, you know."

Johnny hoped that his sister was fine out there, but he thought that things looked pretty grim.

"Well, if she wanted to trap us, she did everything, leaving no flaw, this is genius, absolutely genius," Reed said and the Mad Thinker turned around.

"Let me make one point clear, Richards, you trying to flatter me will not get you out of this containment."

"But truly such a genius invention should be celebrated, tell me, how did you figure out such a containment unit where even I could not escape?"

"**You're not going to fall for this transparent ploy, are you?"**

There was a moment where the Mad Thinker seriously considered his words and new that Reed Richards was trying to trick her into revealing the inner workings of her invention.

'_I could tell him , and the fool would not find a way.'_

"**You are making a mistake, that accursed Reed Richards will trick you, you should not underestimate him."**

Rhona was about to argue that she was not going to underestimate him but she refused to concede her issues.

"Very well, I will indulge you for a second."

* * *

Spider-Man and the Invisible Woman had dealt with the Mad Thinker's devious bug minions and were now making their way around from the other side in an attempt to surprise her but that particular woman was not going to be an easy one.

"Hold up, my Spider Sense, it's warning me that it might not be a good idea to go through here," Spider-Man replied and the Invisible Woman paused, nodding. She would have to trust that this was the case. The web slinger knew a lot of what was going on around here and she knew that it was really not a good idea to argue with him.

"So, which we do we go?"

Spider-Man paused, that was a fair enough question and one that he hoped to answer in due time. He turned his head around, looking to the left, and then looking to the right. He hoped to find some kind of answer, at least one that he could consider to be adequate enough.

"To the right."

The Invisible Woman nodded, following him and she could see a few of those bug creatures floating around, and she grabbed Spider-Man's arm, rendering both of them invisible.

'_The ultimate stealth, I like it.'_

That being said, Spider-Man mentally reminded himself to keep himself silent because that was the idea with stealth, to keep his mouth shut. That being said, the web head was getting close.

"There is really no point of you being out there, show yourself."

Rhona stared down Spider-Man, as he and the Invisible Woman became more visible. The web slinger stared her down, with a smile on his face.

"Well, I can't say that I was looking forward to meeting you again."

"You should, you should look forward to meeting your ultimate enemy."

Spider-Man snorted. "Please, ultimate enemy, you don't even rank the top twenty, don't even flatter yourself."

The Mad Thinker's anger rose and she summoned her insects to attack Spider-Man and the Invisible Woman.

"Nice powers, but can you control them forever?" Spider-Man asked, sliding underneath the woman's grip, and the Invisible Woman nailed her hard.

"You dare make a mockery out of me," The Mad Thinker said, gritting down on her teeth.

"Well you do a good job of doing that yourself, don't you?" Spider-Man asked, wrapping her hands up with webbing, and forcing her down to the ground with a huge thump.

The Mad Thinker gave a loud scream and burned through the webbing. Spider-Man watched her, blinking, his jaw set.

To say that there was a problem here, well that would be pushing things a little bit.

"YOU DARE MOCK ME!"

"I thought we agreed that you already did a good job in doing it yourself," Invisible Woman said, releasing Reed from the cage.

"I was about ready to figure that out," Reed protested.

"Of course you were, but we do need you to help me free the other two?"

"She can change me back," Ben grumbled, as Sue made her way over to the cage and released him.

"An illusion, to mess with your mind, trust me, that's what the Mad Thinker does."

"Good thing you didn't flame on Johnny, these chemicals would have blown us into atoms."

"Does everyone think I'm stupid?"

"Well flamebrain, you do a pretty good impression of someone who isn't all mentally there," Spider-Man said, dodging the attacks of the Mad Thinker's bugs.

"Okay, finally, it's Clobbering time!"

The Thing was in the battle, and he smashed his way through the bugs, taking them out. His large fist caused spurts of blood to splatter everywhere.

* * *

The Mad Thinker managed to wonder where she lost control. She didn't like it, she didn't like being out of control. She howled with anger and her eyes glowed with absolute fury. Things were about ready to get intense the more and more.

"You thought that you could beat us, really?" the Human Torch and the Mad Thinker's eyes glowed, as she radiated with cosmic energy.

"DO YOU EVER SHUT UP?"

"Trust me, he doesn't," the Invisible Woman commented knowingly, slamming an invisible barrier on the back of the Mad Thinker's head, causing her knees to buckle to the ground. She trapped the Mad Thinker in a force field of sorts, causing her to struggle as her attempts to free herself became in vain.

That being said, she was not about to suffer alone, her eyes flickered with absolute fury, the more that she tried to push herself out.

"**You've been defeated."**

'_**NO, I REFUSE…..THE STUDENT…..'**_

"**Still has a lot to learn about humility," **Doctor Doom said and he was not about to offer the Mad Thinker any assistance. She kept blasting the field around her but she kept just feeing it in energy.

"Please tell me someone has figured out a way to contain her, I don't think that I can control her for that much longer," The Invisible Woman said and there was sweat that was rolling down her cheeks the more that she tried to hold him into place.

The web slinger was looking for a way to contain her and he saw one of the stingers from the bugs. Trying to apply Earth knowledge to inter-dimensional insects might have been a bit of a folly.

"**You have already lost, you just haven't realized it,' **Doom crowed, and the Mad Thinker howled in anger, trying to break free from her predicament, but it seemed like that there was no way to get through.

"Ben, could you hit me with a fast ball special?"

"Sure thing kid, but…"

He had no time to argue this or figure out what the plan might have been. He grabbed Spider-Man and launched him halfway into the air, the web slinger doing a forward flip, rotating several motions in the air, with the stinger of the insect that he wanted to stab the Mad Thinker with pointed downward.

She blocked him, the field was up and Spider-Man looked at her.

"You thought you could beat me, didn't you?" The Mad Thinker thought, her eyes burning with absolute rage and Spider-Man struggled, just a little bit more, and he would have had it into her neck.

"That was…..oh that was the idea, but I guess you're too clever, aren't you?" Spider-Man asked her and the Mad Thinker looked at him, a burning rage flowing through her eyes.

"Yes, I am clever…"

Several more of the insect stingers were flung and they caught her in the spine. Rhona had her attention on Spider-Man and intent to wipe her out, she neglected to pay attention to the Human Torch and his efforts.

"So, do I win a prize?" Johnny asked, seeing Rhona land on the ground, the venom causing her body to become paralyzed.

"I say you did good," Susan said with a smile on her face. "I'd like it better when she's in a secure cell…..especially with Doom in her….."

"Stop saying that!" Johnny yelped with a disgusted expression.

"Okay, we need to find the portal out of here…..you know I didn't plan out that detail as well as I could have."

"Now he tells us…" Ben grumbled and Peter smiled.

"Well don't worry, I have someone on the other side, we figured out the portal might need someone to man it, given how unstable this dimension is."

"Yeah, that could be a problem," Reed admitted, but the group was about ready to make their way through the Portal.

The Mad Thinker was held and it looked like she wasn't waking up for a long time. Would this be the last that they saw of her? Well they would be foolish to assume something like that because people like that always returned no matter what.

* * *

The Mad Thinker was placed in a cell in the Baxter Building and Reed looked at the other side.

"Victor, for what it's worth, I'm sorry, and I'll do everything under my power to restore your body back," Reed said and there was a moment where the other three members of the Fantastic Four looked at Mr. Fantastic like he was absolutely nuts.

Gwen was just happy that Peter got back there in one piece, because if she was honest, there was some really tense moments alright.

"Okay?" Gwen asked him.

"For what it's worth, I'm fine."

"I'd like to say the same about the city out there…"

The members of the Fantastic Four turned around and they were looking at them, confusion burning through their eyes. It was the Invisible Woman who finally found the nerve to speak up and say something.

"What's happening out there in the city?"

"Oh, nothing much, just that SHIELD has fallen, the Avengers are scattered, the X-Men are missing, and Congress and Senate has decided to cut the city off from the rest of the world," Peter said all in one breath.

Susan whistled long and obviously, that was a lot for her to take in, to be perfectly honest. And she was sure that she wasn't alone with that fact.

"Well it seems like we spent a lot of time dealing with other matters far away from home….wait you said that SHIELD fell…"

The Human Torch looked over his shoulder and he gave the one blunt statement that all could agree with. "Oh that can't be good."

"Something like that rarely is good," Reed Richards said, lifting his arms into the air and turned his eye looked towards the cell that the Mad Thinker is in. "It seems to me like our workload has just increased."

"Ah, that's really no problem, that just comes with the territory, doesn't it?" Ben asked and they all nodded in response.

"Guess that it really does," Susan said, running her fingers through the side of her hair and she knew that they would have to hero up before too long.

The Human Torch looked out the window of the Baxter Building and he didn't have to look far to see the problems.

"Please tell me that there are somebody doing something about this."

"We're trying, really, we're trying," Gwen said and it was obvious that her mood was really tense.

"I know you're trying, and I understand that there are a lot of problems out there," Susan said, placing her hand on Gwen's shoulder and the blonde looking over her shoulder.

"I know, one day at a time."

"As long as the world has heroes," Spider-Man said, looking out into New York City, there was something out there.

There was Kaine, there was Venom, and there was Mister Sinister, but there was someone else that was out there, there was Spider-Man.

* * *

"Your accommodations are all you deserve, Fury," Sinister whispered, looking at him. "You will tell me everything that you learn."

"Just wait, Essex, one day you'll burn for all you've done," Fury said, looking through him with one eye.

"You're the one who is going to be burn, when the master returns….."

Fury chuckled in amusement and Essex stared him down.

"What do you find so funny?" Essex asked him.

"I find the fact you're naïve to be fairly funny to be honest," Fury replied to him. "You really think that you're nothing but a puppet for Apocalypse, then you've…"

"You know nothing," Essex said, looking down at him, and glaring through him with glowing red eyes.

"Do I know nothing, I've seen fools like you too often, you think that you know everything, but you know nothing."

"If you do not cooperate, then perhaps a few more weeks in isolation might loosen your tongue," Essex told him and Fury turned towards him, his eye still burning.

"If you want to try, then be my guest," Fury said, there was somewhat of a warning glint going through his eye, and it was obvious that he was not going to let Essex get away that easily.

Essex turned, soon Fury would break, they all would break.

**To Be Continued. **


	8. Chapter 8: Strange Bedfellows

New York City was a wasteland even more so than usual, and the fact of the matter was that despite that Spider-Man put the webs back on, he had one goal in mind. He was going to clean up the city to the best of his abilities.

That was not going to be easy but the same thing resounded through his head, like it always did. With great power, there must also come great responsibility?

'_Yes, I hear it, over and over again,' _Spider-Man thought, he heard those words that his dying uncle gave him. Spider-Man understood what was at stake.

And he understood that there was an entire city full of people who were counting on him to try and bring back peace to a city, that didn't seem to be able to sustain that.

'_Just another day at the office.'_

Spider-Man didn't have to soldier the burden alone but he refused to back down.

'_Okay, this is my city, my town, and I'm your friendly neighborhood clean up crew.'_

Spider-Man dropped down onto the ground and he could hear a painful grunt from the alleyway. There were a group of thugs.

'_Okay, it's got to be Kaine or Venom, one of those two, time to put a stop to this before other people get the idea.'_

Spider-Man stopped and he was greeted to a mangled and dismembered body. It looked like the person who had been put down in the alleyway had been put down in the worst possible way. His heart skipped several beats, the more that he looked down at the person who was lying on the ground.

'_My…..what the hell is happening?'_

Spider-Man could see the trail of blood that was down on the ground. He took half of a step forward, and he could see that there was a decapitated head, hanging from the pike, like some kind of demented trophy.

'_And he signs his name, well isn't that wonderful?' _Spider-Man asked looking over his shoulder. The web slinger could feel a thump, thump, thump go through the back of his head, the more that he looked around.

The initials CK were written on the wall, in the blood of the enemies that this monster put down. What did they mean?

Spider-Man took half of a step forward and he could see something move through the alleyway at the speed of light.

'_Okay, Kaine, Venom, whatever one of you are doing this, I don't care if you have changed your MO or nothing, you're going now, I'm not putting up with this,' _Spider-Man said, and he moved forward, to try and do whatever a Spider-Man can in a situation like this.

What a Spider-Man could do was run into a dead end.

Although to be fair, he was kind of worried about his dead end to be honest, because if this person was taking out the thugs around him, he had no idea what they were planning to do to any friendly neighborhood Spider-Men who were in the neighborhood.

"Spider-Man, are you there?" Gwen asked from the other end of the line.

"Yes, Iron Spider, are you with me?"

"I got an image of Mr. CK or as they're dubbing him, the Carnage Killer."

"Well that's as good of an explanation as anything else for those initials," Spider-Man said and he hovered on the gargoyle. He could see a limo with some armed thugs. Might have been Hammerhead's men or maybe someone else.

Follow the goons, lead him to the Carnage Killer. At least that's what the plan was anyway.

"So, I'm transporting it to your wrist computer right now."

"Okay, I'll stand by," Spider-Man said, keeping one eye on the image that Gwen was about ready to transport him and another eye on the thugs on the ground.

There was something that was stirring off in the distance and Spider-Man could feel his heart beat across his chest the more that he watched this situation from above.

He saw the image of the creature, it looked he was wearing a scab, and his eyes were crazed. He saw something.

"A symbiote," Peter whispered. "But that's…."

"Sinister just created something worse than Venom was," Gwen said grimly and she decided to give Peter time to catch his breath.

"I need your help out here…"

"Already suited up and on my way over, right about now."

Spider-Man turned around and saw the Iron Spider standing there, that was quick but he supposed that was just as well all things considered.

* * *

Iron Spider held her arm out, scanning the trail of blood.

"So, what do you think about this Carnage Killer thing?"

"Either Venom has changed a lot or there's something even more dangerous than him out there," Spider-Man said.

He was not going to discount the fact that the symbiote evolved or maybe technically in this case, devolved with what happened. The web slinger peaked over her shoulder.

"The trail of blood goes down this alleyway," Iron Spider said, and she half expected some kind of dismembered body to greet her the more that she went forward.

That was an unfortunate outcome and one that she really didn't want to think about but it was true. The woman peaked over her shoulder and Peter eyed her, watching as they moved forward.

"And around this corner, it's getting stronger."

Peter felt that there should be some kind of ominous music leading them forward, the type of music that he expected to be right out of the horror movie.

His spider sense didn't go off, which wasn't really something that settled him. He thought that when Venom was around, it didn't really work as well as it should have anyway.

The decapitated head of a rather well known mob enforcer was on top of the dumpster and Peter tried to keep his wits about him, even though he saw the severed bit of a spinal column dangle.

Then there was a couple of police officers, well the dismembered torsos of them anyway, and blood splattered the alleyway.

"Another signing, he left his autograph," Iron Spider whispered, and this went without saying what he was doing, he was mocking both of them.

"I was wondering when the two of you would stumble upon this crime scene."

Spider-Man turned around ,and saw Venom hanging over the side of the building and he dropped down. Both Spiders tensed up and Gwen held the sonic arm cannon.

"Hey, that does still hurt, even though we are completely bonded now, but the new kid in town…..he's got a few screws loose," Venom whispered, his voice dropping down for absolute dramatic appeal.

Spider-Man's eyes averted towards him, despite the fact that the symbiote appeared to be as black as ever.

"He's clean….."

"Of course we're clean, we would never draw out a person's death like this and mangle him, he thinks he's a performance artist," Venom said, looking around. "We remember the person from behind this, when Brock was a photographer. He was sentenced to death but he got a stay of execution of the state."

"Who is it?"

"Oh we know something that the big bad Spider-Man doesn't, aren't we pleased?" Venom asked, rubbing his hands together in an overtly comical way, but Gwen pointed the arm cannon at him. "Alright, we must as well spill the beans. This guy, his name is Cletus Kassady, we shared a cell with him in Ravencroft. He was the kind of guy who would stab you in your sleep with a rusty spoon just for the hell of it. He was all kinds of messed up."

"And you're…"

"We learned a lot from him, Spider-Man, but you see, it was when he showed up…Essex….that bastard reunited Brock and the Other, and Venom was reborn again, but he altered us," Venom whispered.

"Altered, what in the hell are you thinking about….."

"He injected someone else's blood into the symbiote, in addition to the Parker DNA, and this jump started the reproduction process, created the Carnage symbiote, which is bonded by Kassady," Venom whispered. "The symbiote is more primal than Brock's other is, and it will not stop at anything until it wipes out everything. Only those who are the strongest, will survive."

Spider-Man and Iron Spider exchanged a nervous glance with each other.

"We can stop Carnage, it is our responsibility."

"Since when did you care about responsibility, Brock?" Spider-Man asked.

"Since the part where we unleashed that madness into the world," Venom said, and he looked at Spider-Man. "We're not going to be buddy buddy, and when this team up is over, then we have a score to settle. But for right now, we've got something far more dangerous to take down."

"One team up, one team up, for right now," Spider-Man said and there was no question about this, he had some severe, severe misgivings about this team up.

"Yes, we need to find him, because he needs to feed, Sinister has increased his bloodlust, and he will use him as a means to destroy all who Sinister endeavors to take out."

There was no question about it, this was going to be a really long evening. Was Spider-Man up to it?

* * *

"Okay, Venom seems a bit….."

"Well he's very, yes," Peter said, and he could see that Gwen was struggling to find the right words.

He figured that Venom might be telling what he thought to be the truth but there was one thing that unsettled Peter about this. This entire Carnage mess and the fact that Venom willingly worked with Essex to get the symbiote back.

The records at Ravencroft would be the key and he turned to Gwen.

"Seeing what I can recover but the system was kind of damaged in the riots," Gwen said and she was taking it as a personal insult to herself that she could not figure out a way to retrieve what she needed to.

"Take as long as you can," Peter said, and he was looking for more evidence about the Carnage Killer, Carnage, Cletus Kassady, whatever they wanted to call him he was dangerous.

Gwen appreciated the sentiment but the problem as she saw it was that they really didn't have any time to mess around. It was honestly now or never and Gwen could feel her heart skip a beat the more she tried to delve into what she needed to do.

"So, how much do you want to trust Brock?"

"I don't really want to trust him at all to be honest, but I don't have a choice," Spider-Man said and he was surprised that none of the other spiders that were lurking around had come out of the woodwork yet.

Then again, they could be the same thing as Venom, where they could not trigger his Spider sense.

He was a basket case of nerves but then there was something else that triggered his attention.

Another murder and it was only a few blocks away from where Spider-Man was. The web slinger took half of a step forward and he could see Gwen follow him at his heals.

There was something that was hanging from the wall, several meat hooks stabbed into his body and Peter stepped forward. The letters "CK" was written and Peter stopped.

"It can't be," Gwen whispered and once again Peter blinked. "I'll…I'll run a facial recognition scan…"

Gwen scanned over the man hanging from the wall, crucified, with blood dripping from where he was nailed into his wrists and ankles. He had a crazed look etched into his face and it appeared that he died smiling.

"It's Kassady, I don't believe it."

Peter would like to have said that this was over but after all he's been through, he knew better than that. The man who hung from the wall looked gaunt, like some kind of demented scarecrow and terror was just one of the emotions that could be felt.

"Believe it, Pete, believe it," Gwen whispered and she could see something from the shadows and she turned around, aiming a sonic cannon at Venom in the shadows.

"What?" Venom asked, confused at what was happening and Gwen relaxed her arm, just a little bit.

"Don't do that again."

"Don't know what you're even talking about," Venom said, his toothy grin was terrifying beyond all belief and there was a second where he looked at Kassady. "Yes, it's him….but the other is still out there, and he's taken enough from Kassady, where he can sustain himself on his own."

"They can't do that…"

"We know a little about this matter, and they can, if they choose too, and Kassady was a host that was not suitable for long term possession, so Carnage took his DNA, and lived a life of its own, but now since it chose to live that life, it will suck the life force out of everything it chooses to come in contact with, leaving them dried husks and it's hunger will be insatiable until it finds another host."

Spider-Man pulled a face.

'_With all apologies to Ben Grimm, what a revolting development this turned out to be.'_

* * *

The Scarlet Spider was the latest arachnid themed hero to come out and about tonight. He had heard of the brutal murders and he smelled the hand of someone.

"So, you heard about that, didn't you?"

Ben Reilly turned around and saw Kaine standing in the shadows, his arms crossed over his chest. The killer clone towered over it.

"I suppose you wouldn't know anything about this Carnage?"

"I don't shed any tears of about half of the people that he's killed," Kaine said, looking at his younger brother, for lack of a better term. "The other half, I'm standing right by you, but will you do what's necessary? Or will you throw him into a cardboard prison like you and our oldest brother do every criminal?"

"I'm not having this conversation…"

"If to be a hero means to have blood on his hands because a psychopath has been let out, then I'd rather be the villain, because at least I'd actually save some lives by putting down this cancer once and for all," Kaine said the Scarlet Spider. "But perhaps you want to White Knight for the criminals, little brother?"

Scarlet Spider did not say anything, his eyes did flicker a second with malice.

"You can't just….."

"Do not tell me what I can't, for you are not fit to judge that."

"Look, I'm not going to convince you of my philosophy, and you're not going to convince me of yours," Ben snapped, looking towards Kaine. "So, could we find this Carnage killer and take him out before he harms more innocent people?"

"First thing that you said that made sense all night, brother," Kaine said and he could sense that Carnage was close.

Carnage was not like their demented middle sibling. No, he was something far different, far more twisted, but there was something far more dangerous from him.

"He's shed the host," Kaine whispered.

Kaine believed that there might be a certain shelf life with him, before the degeneration set in and he became a mindless symbiote like Venom, to be worn on the flesh of an enemy, even though his youngest brother didn't know.

Or perhaps he knew, but didn't care, but that was not Kaine's problem.

Kaine looked around and could see the trail of blood. More victims left in the street and there was one person that he had to find.

Essex, it all went to Essex. Kaine would slaughter Essex one he got his hands on him. He had caused a lot of suffering, both directly and indirectly.

"What do you mean he's…"

"He's shed the host, he's absorbed it's life energy, he doesn't need one, Carnage is far more dangerous than Venom is," Kaine whispered, and the scientific mind that was once Parker's actually gave Kaine some him some level of clarity.

Carnage would need to feed upon the life force of someone at least every twelve hours to be sustained. His host would be the first, whenever he shed him, he didn't know.

"Will you tell me what's going on?"

"You have Parker's brain as well, you figure it out," Kaine said, the time for thinking and theories was.

He had to put Carnage down like the mad dog he was, and Venom was next on his list. Both of them would put down and soon.

Kaine could see something, his Spider Sense didn't work quite like Parker's did but he did have some kind of danger sense that something was coming.

He saw Carnage, feasting on him and the Scarlet Spider, and wiping out the entire city, like the parasite that it was.

"Stay close, he's coming," Kaine whispered and Scarlet Spider looked over his shoulder.

Carnage popped out of the shadows and lunged at the two spider clones, their energy would taste delicious and they would be stronger.

* * *

Carnage was on the hunt, after discarding it's weak other.

Sinister said to destroy that was weak and what Sinister said, Carnage would comply. The weak would be destroyed. They were nothing but sacks of weak flesh, living without a purpose.

Life had no purpose, death was inevitable.

When there was death, there was Carnage.

Carnage wanted the Prime, but he would settle for these two. The creature got excited, stalking the two of them.

One of them sensed, him, it was time for Carnage to make his move.

Kaine turned around, dodging, with large red axe's retracting from Carnage's arms and he swung them at the spider clone.

"No, you're done!" Kaine yelled and the Scarlet Spider tried to take him down from behind but Carnage shot tentacles from his back, wrapping him completely up, and then throwing him against the wall.

The red material was trying to bond with the Scarlet Spider, and Carnage absorbed the metal from the ground and began to fire dangerous looking bullets.

"MINE!" Carnage growled, the beast feral, and hungry, there was nothing that it wanted more than its life force.

The Scarlet Spider struggled, trying to break himself free but he was about ready to aphixate, and Kaine was too busy playing tag with him.

A sonic blast caused the red symbiote webbing to crack and retract into the ground. The Iron Spider showed up and she watched with Kaine going around with Carnage.

"THAT'S MINE!"

Venom jumped down and landed in front of Carnage. Carnage looked at him.

"Hello, Dad," Carnage said, in a sadistic voice. "You know we never got to play catch."

He once again launched the bullets at Venom but Venom blocked it.

"You are nothing but an abomination," Venom growled, creating a web garrote in an attempt to bring Carnage down.

Carnage obliterated the webbing, and Spider-Man dropped down once again.

"All of you in one place, there can only be one…"

"And it won't be you," Gwen said, launching three grenades out of her armor.

Carnage could feel the sonic energy pulse through it and the creature was dropped to its knees. Venom was caught in the backwash.

"YARGH, WHAT ARE YOU TRYING TO DO, SPLIT MY SKULL OPEN!" Venom howled, both Brock and his other feeling the pain.

"Sorry," Iron Spider said, not sounding too hard at all.

They should have known that it was not enough to keep Carnage down. Carnage got up to its feet and its eyes glowed with malice.

"We are not amused by this development,' Venom said, looking at Carnage and Carnage rushed Venom, knocking him into the wall.

"You know, that would look better on me, Brock!" Carnage yelled, trying to suck the symbiote off of Brock.

"So, a symbiote on a symbiote…"

"NOT GOOD!" Spider-Man yelled, and he webbed onto Venom and yanked him away from Carnage.

"Hey, I wasn't done eating…"

Kaine drove a pipe right through Carnage's chest, impaling him. He slammed another pipe into the first pipe.

"What was that supposed to do?" Carnage asked, turning towards Kaine but Spider-Man jumped on it from behind.

Carnage turned around and the creature tried to grab onto Spider-Man from behind.

"Time for dinner!" Carnage yelled, about ready to bite down on the back of Spider-Man's head, but the web slinger punched him through his chest, putting a sonic device in it.

BANG!

Carnage nearly was ripped in half and Spider-Man wished that was enough to hold him down for more than a few minutes. But Carnage's bottom half wrapped around its top half for more than a couple moments.

"Shit," Spider-Man whispered, wishing that he had a better suggestion. "You know, I'm open for suggestions."

"We could try fire,' Iron Spider said, but now she was grasping at straws.

"We….actually that's not the worst idea in the world, but how do we do it?" Scarlet Spider asked, and that was a good question. "Unless you have a flame thrower…"

"Yes, but damn it, not enough fuel," Gwen mentally cursed, this was not her night and Carnage rushed her.

Carnage ripped the armor open, to get the juicy Gwen tasting filling inside.

"No, she's off the menu!" Spider-Man yelled, kicking Carnage off, but Carnage hurled Spider-Man.

"That's okay, you're the main course….."

"Not today," Gwen said, trying to attack Carnage, but several tentacles shot around her and held her up.

Scarlet Spider tried to attack, but he was stuck to the ground, same with Kaine, Venom, and Spider-Man.

"Time to look at you, face…" Carnage said, and the "mask" of the symbiote retracted revealing the face of Gwen Stacy. "To face."

"What the fuck!?" Gwen yelled, coming face with her own double, dressed in this symbiote.

She was confused as all hell.

**To Be Continued.**


	9. Chapter 9: Carange Rulez

Gwen was thrown completely off by seeing the face of herself attached to this monsterous entity. The blonde struggled, trying to push her way free, but it seemed like the more she struggled, the more that it held onto her. The insidious laughter filled her ears, with the blonde trying to find her way out of this situation.

"Let's face it, you can struggle all you want, but there is no way out," the creature growled, holding onto Gwen and the blonde once again could feel it attempt to drain energy from her. She refused to give in as it absorbed her life force.

She had one more trick up her sleeve, quite literally, in the form of a sonic cannon which blasted the Carnage creature in the face.

The blonde dropped down to the ground, and she saw Spider-Man get up, dodging the attacks of Carnage as it tried to hack his head off with a blade.

"What happened?" Spider-Man asked and Gwen looked over her shoulder.

"I don't know but…..we've got to get out of here…"

Carnage blocked the pathway with a red web, which meant that if they touched it, they would be trained. Spider-Man looked at Gwen and his mouth hung open. The blonde shrugged her shoulders in an apologetic manner, and that being said, Spider-Man had no idea what to do at all. He was completely at a loss for words, and that was not an admirable placed to be.

Venom tried to shake the cobwebs loosed, no pun intended. The problem was that he got knocked around so much that his brain was kind of rattled. The creature tried to find his way up to his feet, and he saw Carnage. The madness that was in his eyes spooked even Venom.

"You and I still have a score to settle."

"The weaker model still wants to fight," Carnage said, its claws bared and she ran towards Venom but Venom dodged the attack, wrapping several black web lines around the creature and hurling it through a fence.

"This weaker model still has some fight left in it," Venom growled and he used the suit to create a wrecking ball, swinging it at Carnage and smashing the creature down to the ground. That being said, the man known as Carnage still had some fight left in him and got up to his feet, his teeth bared. He opened his fist, and made the universal sign to just bring it.

"So, are we just going to let those two tear up the city?" Scarlet Spider asked, there was a ringing going through the back of his head and it was hard to keep his head up after what just happened. Spider-Man turned to the Scarlet Spider and then to his shell shocked girlfriend.

"We don't have much of a choice but where did our demented counterpart go….."

Suddenly, he looked up and that answered his question. Kaine was hovering over the top of the building, peering down from where he was at them. Venom's head snapped up, his teeth completely bared, and a surprised look formed on his face.

"What are you doing?"

"Ending this," Kaine said, holding a flame thrower over his shoulder and launching it, sending it at both Venom and Carnage.

Two symbiotes, extra char boiled, were coming up but Carnage grabbed Kaine around the ankle and pulled him off of the roof.

The sinister Spider clone landed with a thud, Venom passed out from the pain, the symbiote still firmly attached to Brock.

Carnage, weakened, slunk off into the shadows, making sure to block his exit point so no one could follow him. Spider-Man, Scarlet Spider, and Iron Spider, even though her armor was in pieces, followed him.

"He's gone," Gwen whispered and she could not help but wonder what happened.

"We know whose DNA he used," Scarlet Spider said and Gwen closed her eyes.

She pulled out a pair of tweezers and attached the wiggling strand of DNA onto it. It was triny to escape and bond with her.

She would get to the bottom of exactly what Sinister did.

"I'll keep an eye on those two," Scarlet Spider said and Spider-Man nodded.

"Thanks, and here….take this, this should be a communicator that would get you in touch with both of us if something happens," Spider-Man said and he offered his arm to Gwen, allowing the two of them to web sling back to headquarters.

* * *

Gwen Stacy sank down in a fit of grand exasperation, to say that she was not having a good day would be putting things mildly. No, to be honest, her day completely and utterly sucked.

"Gwen, I understand…"

Peter looked at her and the blonde stared him down once again. There was a second where she was going to say something cross but it didn't come back to her. She looked at the strand of Carnage.

When she broke it down, this was her DNA and Peter's, although it was completely twisted, tormented.

"The problem is, taking down Carnage, he might have had Venom's other weaknesses, but he's not going down as easily," Gwen said and she put it underneath the microscope, going to work straight away.

"If anyone can figure it out…"

Gwen turned around and Peter decided to be silent, allowing her to get to work. The DNA was rather demented. She wanted to know how Sinister got his hands on her DNA but the man was devious and he had many methods to be honest.

That being said, she tapped her finger on the side of the slider and she tried to focus on things, even though she was kind of upset that she had been brought into this situation. The blonde's hair hung loosely from around her face and she looked at what she had to do. Needless to say, she was at a loss for words.

Words normally came very easily to her although in a situation like this, they were failing her, big time. The blonde once again returned to her work, it seemed like the more questions she had, the more that the answers failed her.

"I'm getting close to unraveling this, if that makes any sense."

There was something that Brock said, that Essex injected the DNA into the symbiote to cause it's reproduction cycle to accelerate.

"It does make sense to use the DNA of someone that the base form of the symbiote has been intimate with," Gwen added, more to herself than Peter and Peter raised his eyebrow towards her, but the blond pressed on, there were really no more words for her to say than that.

So far, there was no news out there. Normally no news might have been good news but in this case, it's bad news.

"Please tell me you have a way to stop it, because sonics and burning it isn't really working all that well," Peter said and Gwen tried to isolate the elements of the symbiote, but they were too tightly intertwined to mine.

"From what I can gather, my half of the symbiote, it has extraordinary powers….which is funny because I don't think that I have any powers what so ever."

"Maybe, you have an unactivated X-Gene that we don't know about and you are extraordinary with out them."

"First of all thank you and secondly…..that would make some sense, of course maybe my super mutant power is to be able to survive in situations that should get me killed," Gwen said, and she looked towards the Iron Spider armor, it was completely wrecked, yet again. She thought about ordering a brand new set that wouldn't be destroyed but she decided to make it her own and not rely on Stark.

The problem was getting the necessary parts.

Gwen continued to mix up the chemical compound, she hoped that she was right. This could either destroy the symbiote or make it even stronger than ever before. That being said, the blonde waited as she stirred things up and carefully move the symbiote sample into a petri dish where it wiggled around.

"Let's see what we can make of this," Gwen commented, more to herself than Peter, although his feedback was much appreciated in a situation like this. The blonde held the chemical in her hand and tipped it over, pouring it on the symbiote.

There was a pause and then the piece of the symbiote writhed, before it solidified and then broke in half.

"Good, because what I did was not cheap, and we're going to need enough of that to take down a mass the size of Carnage," Gwen said but she watched nervously, she almost suspected that the broken symbiote pieces would evolve and reform.

"You did it Gwen, you're a genius," Peter said and she could not help but smile at these glowing words of praise.

She just hoped that she could live up to them.

* * *

Venom growled, he was going to rip into that little brat once he got his hands on him. That being Kaine, as well as Carnage, but Carnage was the one that was the first on his list.

"You better come out and fight me, you little bitch," Venom growled, looking around and he continued to track Carnage.

There was a second where everything paused around them and he saw Carnage in the museum, talking to a pair of shadowy figures and handing them something.

"CANNONBALL!" Venom yelled, diving through the museum window and popping Carnage right in the face, knocking him backwards.

Carnage slid backwards, hitting the pavement and he barely was able to push himself back up. His teeth contorted into a sinister growl and his eyes fixed on Venom beadily.

"You'll pay for that, you relic," Carnage growled, rushing Venom but Venom dodged his attack, spun around, and cracked Carnage's arm back, forcing him down to a knee.

"I'm not the relic around here, you will suffer for what you did, the slaughter….."

"Do not deny your inner nature, they were just puppets to this life, this world, and I cut their strings, putting them out of their misery," Carnage growled, slashing Venom with her claws.

There were times where Carnage was annoyed by a brief flicker of morality that popped through this one.

"Is there room for one more?"

Spider-Man rushed in, and knocked Carnage back, causing the creature to fly backwards into a display case. Glass shattered in every which direction.

"That was most unpleasant….."

Venom wrapped his tentacles around Spider-Man and hurled him back.

"You stay away from this, this is a family affair!"

Scarlet Spider already dropped down and held Carnage in place with electrified webbing. The creature screamed out loud, causing the pain to fill through its body. That being said, the creature dropped down, and tried to nail the Scarlet Spider with another attack but he dodged it, doing a flip around, and then pivoted in mid air, shooting his webbing around the creature.

Carnage sliced his way out once more and he was getting more angered by every attack. It was really pissing him off.

"It's you, us, and we end, we end it tonight!"

Venom speared Carnage through the window, and then hoisted him up.

"You'll taste the best of all when I drain you….."

Venom used a web catapult, sending Carnage through the steel works yard.

Spider-Man watched, loading the dart gun with the chemical that Gwen made, he hoped this worked.

"We've done a story about this plant, took pictures as Brock, guy fell into a furnace here, burned, his charred skeleton was too hot to even remove, his family didn't have enough to bury," Venom growled, pulling Carnage up the scaffolding, and the two fought over the top of the furnace.

"You don't have the stones to do what's necessary….."

"I do, and I will," Venom whispered, nailing Carnage as hard as possible, and both men teetered on the edge of the furnace. Both were seconds away from falling into it, landing in their doom.

Carnage struggled, his arms swinging about like a monkey and he nearly grabbed on to where he was. Venom was not done, he slammed his shoulder into Carnage, and both fell backwards into the furnace.

Spider-Man rushed over and both symbiotes fell into the furnace. The screams were inhumane and Peter watched.

"They took themselves out, makes a lot less work for the both of us."

Spider-Man turned around, saw Kaine standing there, who was turning the furnace up to make sure that the symbiotes stayed cooked.

Peter swung away without words, the damage done.

A charred hand punched itself out of the furnace and Carnage, looking like a human inferno, laughed like a mad man.

"I'm evolved…..poor Brock, poor weak Brock, sacrificed himself for nothing."

* * *

Spider-Man shook his head once more, and Gwen sat down next to him.

"I don't believe it."

"You don't believe it?" Gwen asked and she looked at him. "Yeah, for the record, I don't really believe it either I mean…..Brock, he actually sacrificed himself….."

Peter doubted that it was for reasons of nobility, that was not how someone like Brock rolled, no it was far from that. It was for other reasons, reasons that he could spite Carnage and now Venom was gone.

But was Carnage?

"He knocked him into the furnace and Kaine made sure that the heat was turned up to the max," Spider-Man said, and this was one time that he couldn't even pull the man's hand away, because he sympathsized with it. "I wanted to see him dead….her dead…..symbiotes are confusing."

"I looked into her face, and I saw mine right there….."

"Gwen, please don't guilt trip…"

"What, you do it often enough to make a professional art out of it," Gwen replied crossly and that shut Peter up pretty much straight away. The blonde did not say anything further because she knew that she was right.

Peter just wished that she didn't have to be right but he supposed that it was just going to be one of those things where he was going to have to go with the flow as much as he could. The blonde placed her hand on his shoulder.

"Sorry, but….it's just that, I can't help but think that if that can get twisted, could I get that twisted?"

"Well I have a clone out there that is a psychotic axe killer, even though you have to admit that the people who he is killing aren't exactly the ones who were good members of the community," Peter said and there was something that he thought.

How much blood was on his hands?

That was a road that he didn't want to go down but never the less, there was a road that he had to go down.

"Carnage wasn't the only one who was at the museum on that night," Gwen whispered to him and Peter turned towards her. "You know that."

"As well as anyone else, yes," Peter replied to Gwen and he knew that he was placed in a situation where he had to admit that this went far deeper than the clones that he fought.

There was one name that kept haunting him, tormenting him like some kind of twisted symphony of madness.

"It all boils down to Essex," Spider-Man told him and Gwen's lips curled into a bit of a smile, placing her hand on his, trying to give both of them to comfort.

"Funnily enough, he started this."

Spider-Man was aware of this, Essex commissioned Warren to do the experiment with the spiders, the same spiders that caused him to be bitten. The web slinger thought that Essex perished but he should have known better.

'_The good die too soon but the wicked live forever and a day.'_

Peter thought that might have been a rather pessimistic thought but it was one that was appropriate to say the very least. It was a way that he lived his life, right up there with great power and great responsibility. That being said, Spider-Man prepared himself for the next part of his plan.

He had no idea what his life was going to bring but he was going to see what Essex was up to. The problem is, finding one of his Marauders who were hiding underneath a rock.

"I've got to find them," Peter said and Gwen raised an eyebrow. "The Marauders, I have to find them."

"I'm thinking that they're going to find you before it's all said and done," Gwen responded quietly and Peter turned towards her. "I know, extremely pessimistic thought but…."

Peter sighed despite himself, there was a fine line between being a pessimistic and being a realist, and he pretty much crossed that line every single day.

There was monsters out there, and it was a terrible world that they all lived in. Either thrive or be destroyed.

* * *

Carnage made its way back to Essex's hideout, its head bobbing back and forth the further that it moved.

It dropped down onto the ground, a wicked grin across its face, the more that it looked around.

"So you've done it," Essex whispered encouragingly and Carnage nodded up and down, excitement brimming from its eyes. Essex beckoned it forward, the monster stopping. "Yes, you've served your purpose rather well, my pet."

Carnage wouldn't wag its tail like a dog, but it did live to serve the agenda of its master. As long as it served the creature well and sated its blood loss.

"I do apologize the host that I saddled you with, but you have grown strong and ditched the weak half of you, it has proven that you have properly evolved."

Essex had a creature that he could unleash on his enemies. Already it had purged the Venom symbiote and Brock along with it. The symbiote was an abomination that never was supposed to exist and now Essex had his perfect ace in a hole.

That being said, the man did not live as long as he did with being stupid. Therefore, he enacted some kind of failsafe mechanism in the creature, making sure that it would remain obedient to him. He could terminate it when it's usefulness was gone.

Little did Essex know that Carnage was well aware of the fail safe and was making plans to make it inactive and move on.

"Yes, master, I live to serve your agenda," Carnage whispered, a sinister flicker coming through the creature's eyes.

"Very well then, you may nap, my pet, you've earned your rest," Essex told him and the Carnage killer made his way off, where there were any number of test subjects that he could feast on.

There was a figure who stared at Essex from the cell. "You just realize that your attack dog will turn on you when it deems necessary, don't you?"

Essex turned and once again Nick Fury was there, but he was not battered, or broken, in fact, he was completely defiant to the very last drop. The eagled eyed director of SHIELD had been in war camps.

"I'm not only well aware, but I'm counting on it, but it doesn't matter, for I have a foolproof plan to deal with it."

"The thing about fool proof plans is that they often prove the likes of people like you to be fools," Fury said and there was a moment where Essex locked his eyes onto him.

"Fury, SHIELD was supposed to be the last line of defense for the world, but the Hobgoblin brought down, what hope does the world have, Spider-Man?" Essex asked.

"Seems to me like Spider-Man is busy giving you boys a headache, but you created your own worst enemies," Fury said, and Essex once again looked at him.

"Soon Fury, you'll be begging to be allowed to be a part of this new world."

Essex turned his attention away from the situation and Fury once again fiddled with his project. It had been difficult to get his hands on anything, but he managed to do so. He knew that he would be murdered before he left the front door, so the only thing would be to try and send a distress signal and hope that there were still some remnants of SHIELD out there, that were willing to fight the good fight.

If Fury knew his agents, there would me.

Essex teleported away and made his way up the stairs to the temple, a ring in his hand. It was just as the manuscript that Carnage found said it would be. It was the second of the three keys that he needed.

"You grow closer, Essex?"

"Yes, master, I do, and soon the world will be yours to reshape."

"As, it should be," Apocalypse thundered from the other side of the gate. "And what of this Spider-Man that has been prophesized to play a role in my ultimate defeat?"

"He is nothing but a child…..nothing compared to your power."

"I leave nothing to chance, I want him eradicated, immediately."

"As you wish, master," Essex commented, stepping away.

**To Be Continued.**


	10. Legend of Apocalypse

Almost a thousand year ago, the world was far different than it was right now. It was a world where the strong survived and the weak perished. It was not of the world of the 21st century, where modern convenience made their way out.

The Egyptians were visited by a strange man, with futuristic technology. He was known as the Pharaoh Rama-Tut, a dangerous man who had ruled them all across the land. His pyramid had eclipsed all of the rulers in the land.

But there was a legend that something dangerous was coming from opposing. On a cold night in the desert, a flash of light shot through the sky, a silver ship shaped like a triangle, landed in the middle of the sand.

Said sand blew around the ship and looked to be something that was completely dangerous, unable to be pried open. That being said, there was something inside the ship, a child from a race that had long since perished.

For once that race had grown weak, the child inside the ship would have grown strong and he would have crushed everyone inside.

The child was the one who could defeat the ruler, providing he could spend the night.

He thrived, his ship shielding him, as the advanced system created an incubator for him to grow in power and in strength.

The blinding light caused many to see the ship in the desert, including but not limited to the ruler.

The ruler sought out the ship and sought to bring it inside.

* * *

Time passed, much time passed, the child was kept a prisoner, studied like a curiosity, but it appeared that he thrived in this harsh environment. His spirit would not be beaten, not be bruised. As the years went by, he grew into adulthood.

He was said to have powers the likes of which had never been seen before. The weapons yanked out of the hand of the guards. The glowing eyes of the individual that was barely a man slunk out, preparing to make his movement. Time stood still, pretty much frozen.

Time would not pass, and neither would this individual, he would allow himself a moment in time to strengthen himself. The guards were frozen in stasis.

He could see the high end technology, something that no one dared to co-opt in the past.

He understood that if he were to be the strongest, he would need to utilize the technology.

"Yes, I understand it," he whispered, and suddenly some armor formed around him. The power was growing, it was several thousand years ahead of what people were capable of.

His guards were primitive, they were destroyed. One of the sonic cannons on the armor blasted them into smithereens, causing them to be reduced to the merest of ash.

He felt the power, it grew within him once more, and he made his way there.

"Face me."

The man on the other side of the curtain faced him, the power that was going through his eyes was immense.

"I've seen the future, and I know that you won't be a part of it."

"You might have seen the future, but I am the future."

The emperor was not prepared for such an evolved being. Perhaps he should have killed him on the night that he was found and not studied him as some kind of scientific curiosity. The energy blast knocked him over.

"Your loyal subjects will turn on you, for they know that deep down you are weak, you don't command enough loyalty from them," he whispered and the man shook his hand, trying to aim another attack at him, but his hand was stepped onto, cracking and crunching some bones underneath him. "You're pathetic."

The man vanished into the time stream but he could not recall the amazing technology.

Technology that would be able to build an empire.

"This world, it's full of disease and primitives, but one day, it will evolve, and I will be able to take over all that is, it's the perfect starting point for the future, and I will be the future," he said, his voice thundering.

The guards he had frozen in time were of no further use to him, so he took them out, just like that.

* * *

The ancient evil known as Apocalypse rose for the next few centuries. There have been many so called heroes that have rose up to stop him but they could only stall him. They could only allow his power to be held off for a longer.

With each defeat, he grew stronger than ever, because they would never take the decisive steps that were needed to put him down.

A young man walked into the temple, he was a handsome man, with dark hair in his early twenties. A scientist of prodigal intelligence, but said intelligence was something that had been discounted despite the fact that his theories and his experiments would considering unconventional.

In Victorian London, he stood there, his teeth gritted, as he made his way to a shady looking inn. He had gotten a message telling him for someone to meet him there, he was interest in his work.

'_About time someone is,' _Essex thought, he thought that humans should be forced to perish from the diseases that they were inflicted with and medicine should not be utilized, because it would stop humans from properly evolving naturally and defeating the diseases.

Survival of the fittest was something that he believed in, to it's most extreme degree. The animal kingdom did not allow for weaklings, humans were the only beasts who allowed for such things.

"Nathaniel Essex, I am pleased that you got my message."

The fresh faced young man looked towards the imposing figure, who was large and imposing. He was dressed in a large trenchcoat and submerged in the shadows.

"Yes, I've got your message, Mr…"

'My name is not important, but yours will be if you allow it to," the booming voice said in the shadows. "You have a mind that will rule the world some day."

Essex could not really help being smug the moment that he submerged himself and he ordered himself a drink.

"They disagree…"

"They are fools," the imposing figure said, and his red eyes glowed. "Do you not agree that humans prolong their existence, when something more evolved should have showed up by now?"

"Yes, yes, they have, they have not evolved…..they should have abilities that would be able to rule the world," Essex whispered and his teeth twisted into a deadly grin ,staring down the man. "But they work in cures for diseases…..that will all be for nothing and are to line the pockets of some doctor."

"Yes, they forestall what is inevitable, but those who are not able to sustain change should be eradicated," the man said, an ever present chill filling the air as he said that. "Your research will help me….your serum is said to unlock the full natural genetic potential within humans."

"Yes, and it's nearly perfected…."

"But you cannot perfect it without a test subject, couldn't you?"

Essex blinked once again and he could feel more chills go down his spine.

"It will either unlock the full genetic potential in a person or cause them to perish because they cannot handle the power," he told Essex and Essex nodded in response. "So, you are confident that you are strong enough to sustain the serum."

Essex blinked.

"A man who does not have confidence in his own theories will never gain any respect, Nathaniel," the man in the shadows.

He felt like he was being tempted by Lucifer himself. The man standing in the shadows was trying to lure him into using the serum. Essex held the container in his hand, and there was a moment where he considered….should he, shouldn't he?

That being said, it glittered in his hand and he prepared to take the serum.

It tasted foul, and the suddenly, it changed around him.

"What's…..what's happening," Essex managed, he felt his throat burning.

"You're the one who has created the genetic potential you….."

Essex could see a blue face carved out of stone from the shadows.

"Tell me."

Essex could barely breath with his throat almost closing up on him, and he tried to get up to his feet once again.

Then he felt something, his hands started to glow.

"You have evolved, Essex," the man said and there was a wickedness going through his voice.

* * *

The man known as Wolverine dropped down to the ground. A younger Nick Fury, not in Samuel L. Jackson mode, but white given that his old body hadn't been destroyed that, walked behind him. There were two other agents, a man with dark hair and an attractive woman with brunette hair. They were Richard and Mary Parker, Agents of SHIELD.

"This could be the end," Mary said, looking around. She had some kind of sixth sense that something was happening.

"Yeah, that's what any mission could be."

"The guy with the overpowered healing factor isn't afraid, why am I not surprised?" Richard asked and Logan's gaze sharply turned towards him.

"Just be quiet Parker, and pay attention….there's something….close by," Logan said, sniffing in the air and sure enough, he could see that there was something in the offing. Exactly what it was, he didn't know.

"So, it's you, isn't it?'

Nathaniel Essex made his way forward, dressed in all black, his skin chalk white and his teeth as well, looking like fangs.

"Fury, I thought that you would appreciate the work that I've done, it is keeping the bigger picture in mind," Essex told him and Fury growled, his eye locked onto him. "But I suppose that everyone would have to be a critic."

"You don't think that we're going to let you get away with this, don't you?"

"Logan, I wouldn't dream about it, and the attempt will be almost amusing," Essex said and there was a challenging glint dancing in his eyes. It was almost like there was some kind of stand off in the desert there. "You see, I've lived for…..well almost long as Logan has actually, but you three, you're relatively new to how this works."

"Not my first rodeo," Fury said, pointing the energy weapon at Essex. "Where's your boss?"

"He's waiting for you, if you think that you can get by me," Essex said and Logan unsheathed his claws and charged him.

A powdered ball fired into the air, nailing Essex right into the face and a thick stream of cords shot out of the weapon.

"We've got to get to him, we've got to get towards Apocalypse," Mary said, brushing by the statue of the over large spider.

"His security systems, they're…..I don't know if I can hack them through," Richard said and Fury grunted, pointing the energy weapon.

"Stand aside."

The security systems blew up and allowed them all entrance. The team of four made their way inside.

"You have made a grave mistake coming here, Nick Fury," Apocalypse said and Fury smiled.

"SHIELD's been keeping a close on you Apocalypse, we know your plan, to turn everyone in the world into mutants," Fury said and Apocalypse laughed.

"So you've done your homework, I'm pleased, but that won't stop me, not tonight," Apocalypse said.

Two blasters ricohetted off of the armor and the Parkers were knocked back.

"Mere toys, mere toys," Apocalypse growled, looking down towards them. "You're absolutely nothing compared to what I can deliver and soon the world will be forced to evolve."

Fury launched it through the air, a circular disc, he hoped that it worked, because he was rapidly running out of options. The disc stuck to the edge of where Apocalypse was standing and the explosion knocked him backwards.

"Logan, it's all on you!" Fury yelled and Logan growled, rushing into the air.

"Isn't it always?" he asked ,propelling himself up as fast as he could go. He launched himself like a speed ball towards Apocalypse.

He was caught with a telekinetic field and pushed down.

"That might have defeated a lesser evolved invididual, but I cannot be touched, I cannot be stopped, you will all tremble…"

Apocalypse was blasted off of the platform and he fell backwards onto the energy pit that was once his ship.

"Find a way to seal him in!"

Richard Parker rushed over, and he could see that the system was complicated, but this ship, it was the one thing that could weaken Apocalypse. Both from a physical and an emotional state, which was irony given that it was once his lifeblood.

"You might be able to delay me, but one day I will return, as long as there is weakness in this world, I will evolve."

Apocalypse gave that one last dire warning as he was put to sleep. The energy surrounding him, enveloping his body, the deed was done.

* * *

"We all know that nothing like that stays down forever," Logan commented rather gruffly, and there was some nods around from the ground.

"We've got him locked up under everything that we could," Richard said but the science had been beyond even a prodigy like him.

His wife paced around like a bat out of hell and she sighed, turning to her husband. "There are a couple of things that we can do, you know…"

"First thing we should do, we should never speak of this mission to anyone, don't even hint that we were here, and make sure that all of his followers are locked down, destroy all references about him," Fury commented to them gruffly.

"Chances are, I'll forget about this by the time I wake up tomorrow," Logan said, it wouldn't be the first time his memories were forgotten.

"Just remember, this is a mission that not even the top people at SHIELD can even know about, there are too many chances for leaks."

"We can trust them…"

"We can barely trust each other," Richard said, looking into the distance. Fury was a master of secrecy to be honest and the man wondered to what ends would this bring. He would find out before too long.

"Parker's right, we can barely trust each other," Logan growled and he looked at both of them. "Good thing I don't smell any deceit on you."

"Well, you don't even know who you are half of the time…"

Richard could see Logan's claws pop out in front of him and wisely, he backed off, staring down something that would slice and dice him in a second if he was not careful.

"I think that I made my point," Logan commented to him and the Parker male nodded.

"Make sure that gate is completely sealed, I don't want anyone breaking in and causing any trouble."

There was no one who dared asked who was going to break in and cause trouble, they all knew better anyway.

* * *

Fury popped out of the trance that he was in and he could see the man with his hands on his forehead.

"Just relax, Nick Fury, it will all be over, soon, you will tell us about the final key," the man whispered in his ear.

"Go….to….hell."

Essex watched Fury, to be honest, he would be disappointed if he would have not went down without a fight.

"You are a tough nut to crack Fury, aren't you?"

"Yes, but I've seen into your eyes, how do you sleep at night with that black soul of yours?"

"It's very easy," Essex commented, a wicked grin going over his face and he placed his hand on Fury's heart. "Just one squeeze and you'll be sent to sleep…..rather interesting, isn't it, Fury?"

"Yeah, interesting, you could say that," Fury growled at him and the man looked to be at the end of his rope.

He tried not to think of that mission, the other three people who were on it, well two of them were dead and the other was MIA. Fury knew that Apocalypse was beaten by a stroke of luck. And Fury wondered if that menace allowed himself to be defeated, so he could grow stronger the next time he was let free.

"See the doors that he opened….."

"Yeah, he showed the world that you're a big fruitcake," Fury whispered and Essex acted like he was going to reach through the bars of the cell.

"A disappointed, but not a surprise, there might be one person who could have a clue to where he would be,' Essex whispered and he was beginning to make a plan.

Fury didn't say anything, because he had to plot. There had to be some way out of here, if he broke out…..if he could find a weakness in the bars.

That being said, he knew that the moment that he got free, he would be surrounded by Essex and his thugs. It went without saying that if he could somehow find another way out of here, he would be in good shape.

There was a huge problem though, there seemed to be no really easy way out. The one eyed man stared pretty much through the bars and tried to shift them to the best of his abilities. There was nothing, no give, nothing whatsoever.

'_Son of a bitch,' _Fury cursed, and he wondered what he was going to have to do next.

All Fury had to do was wait, and watch, and hope that someone could find him. He was not even sure if his crude signal even made it past the walls.

Until he saw someone in the flesh and Sinister on the ground, like the trash that he was, he wasn't going to hold out hope.

* * *

Nathaniel Essex was called a lot of things in his time and there was one thing that was obvious that he was. He was someone who was willing to bide his time, and make sure certain things happened.

When he was younger, he rushed through things and made mistakes.

Now that he was older, he had all of the time in the world. Nathaniel Essex crossed his arms together, and waited for the next step in his journey and it would be one that he would have to remember.

"Fury isn't breaking, would you like me to….."

"Give it time, I wouldn't have brought the old man here, if he didn't present a challenge of some kind," Essex said and the man standing before him inclined his head with a swift nod, before slipping off into the shadows.

Fury was a relic, that of another time. He could see the man's crude attempts to break from his containment but as long as Essex was here, he held the entire fate of Nick Fury in the palm of his hand, to do with as he pleased.

SHIELD fell hard and Fury refused to admit that things have completely changed.

Once again, Essex shifted his eyes to his beloved attack dog, that being Carnage. Carnage was in a docile state and would awaken when Essex decided to send it at someone, anyone of his choice.

'_All of the time in the world,' _Essex whispered and his lips curled into a sadistic grin.

That was one thing that people could say about Essex, there was more time on his side than anything else and he would relish it.

"My follower, come and face me."

Essex walked his way down to the communication portal. Separated by a barrier, he could see the man who he had to face.

"Master, I….."

"I wish to say that you've done well, everything is going to plan ,and once you find the final key, then you'll get your reward."

Essex could not help but be too eager. "Master, I do not wish to keep you waiting….."

"But, sometimes wait is inevitable for evolution to appear," Apocalypse stated, and his really eager minion stood on the other side of him. "Trust me when I say this, you'll thank me for what is about to happen and the world…..as the weak fall, they will understand that they were foolish to ever oppose me."

"They have never seen the truth in your eyes….."

"No, but I'll correct that soon enough."

Essex hung on the tetherhooks of excitement, to be honest he didn't know what was going to happen.

Some had called him a fool, Fury did so many times, but a fool would not have been able to accomplish what he did. Essex worked hard while other men said they were going to change the world, he went out, and did what he said that he was going to do.

Evolution might have been a mystery to some but he was going to unraveling it.

"Soon."

"Yes, soon."

Apocalypse's face faded and Essex was excited, soon Fury's mind would snap and he would be his loyal puppet. It would be the greatest triumph.

But there was one more concern, that being Spider-Man.

He still lived and as long as he lived, then Essex's victory was not one hundred percent secure. He tried clones, symbiotes, and made the Hobgoblin his pawn but Spider-Man kept wiggling his way out of certain doom.

Perhaps he evolved in some way beyond what Essex thought possible. Every time he was put down, he came back harder.

There was only one way to find out.

**To Be Continued. **


	11. Matter of Revenge Part One

A figure swooped down into a pit, moving into the shadows. Looking around, the figure was being mindful of the surroundings in the pit. There were torches that barely illuminated the pathway around them.

Several spikes shot from the wall but the figure dodged the darts, taking it out. The person grabbed one of the spikes and jammed it into the wall, allowing a pathway to be created.

A large spear was pulled off of the wall and a loud roar of a lion followed. The spear was twirled and sliced forward.

The lion slid backwards, and rushed forward, with the spear in his hand once again. The sharp end of the spear connected to it.

Sparks flew from the lion and the person with the spear gave a deep breath. Heart bumping against the chest, arching back, they tested out the floor.

Trap, trap, trap, safe, and they slid underneath the doorway, nearly getting taken out by the spiky plant.

At the end, a figure dropped down, it looked like Spider-Man. The hunter watched the figure, scowling beneath the mask and rushed forward, slamming the wooden staff against the knees of the enemy.

The web slinger dropped down, and was now bound, hands and feet behind the back. The web slinger was nailed with a series of punches and then drilled with a spear to the back. The hunter repeatedly stabbed the spear into the back of the web slinger, at least to the point where it was taken completely out.

The hunter continued to move forward and looked up.

"Stop."

It was obviously a female voice honestly, and the woman looked around, pulling her mask off. There was long blonde curls that sprung down behind her shoulders, and she slunk forward.

This was a trial run that she had been practicing for months now and she turned, seeing the large portrait above the mantle piece. The fire roared, with her hands wrapped around the handle of the staff.

She stabbed it one more time into the faux Spider-Man. The simulated blood dripped to the ground but it was not real blood.

"My family has been cursed with dishonor, cursed by the Spider-Man who has driven my father to madness."

She saw the figure, he was a tall dark man with dark hair and impressive beard. Sergei Kravinoff was standing there, imposing and looking down at her, through beaded eyes. She bowed her head down.

"Father, I know that you have fought him constantly but I must ask you for strength…..for what have you done…..was your obsession without any meaning?"

The female flung the spear and impacted it into the trophy. The young female turned around, her hand placed on her hip.

Sergei Kravinoff did not say anything, on the account that he was a portrait. His imposing stare looked at his daughter and she could not help but shiver.

Her father's journal rested on the mantle piece, it detailed every single hunt that her father undertook.

Beasts that were among the most dangerous in the world. The case is opened and it offered insight on how her father had defeated every single beast in there and many of them were in the next room, kept as trophies.

"It's incomplete, because you were dishonored," the woman whispered, looking at the portrait of her father. She was driven to the point where she could almost hear her father speaking ot her from beyond the grave.

Spider-Man was not just a hunt but he was the hunt.

"I've studied him, he has returned from the edge, returned from death, but the fact that he lives and you do not, dishonors this entire family," the young female said, staring once again at her father.

She was currently alone at the family estate and she took half of a step into the shadows. The woman looked over and saw a large hunting knife, it was something that allowed one of her father's greatest kills.

It was a souvenir and her mother would kill her if she lost it.

Ana Kravinoff could see an opportunity coming around the corner, she had been training, reading her father's journal, learning anything.

A cynic might say that she failed to learn the most valuable lesson, that was defeating Spider-Man was a fool's game and a fool's errand.

To hunt Spider-Man was destiny and she would finish her father's work, even if it cost her life.

* * *

Carolyn Trainer stood over the malnourished man that was in the tube, he was down to less than a hundred pounds and he could barely breath. It was only through science that he was able to be kept awake.

'_He'll pay for that, Spider-Man, he'll pay for that,' _she thought, her eyes flashing dangerously and her fist clenching together. She was almost foaming completely at the mouth to be honest.

Carolyn Trainer watched Otto Octavius, he had a lot of promise but his genius had been misunderstood and now he was a battered shell of his former self, both mentally and physically.

"Pull the plug," Otto managed, his voice hurting and rasping.

"Otto, we need more time, I've got the best scientists in the world searching for a cure for your poisoning…"

"No, there is no cure, this is a half life…..my legacy won't be clinging onto life for another five years, it's already damaged…"

"You can take down Spider-Man, there's still time."

"Spider-Man…..don't speak to me of him…..it's his fault that I'm like this," Otto said and his heart rate spiked a tiny bit. He was getting fairly animated now that Spider-Man was talking.

The feeding tube managed to allow him to get the nutrients to stay alive by he had already gone blind in one eye and he couldn't feel anything. He was just being kept alive by the skin of his teeth, just barely.

Barely, there was really no room for him to breath where he was. That being said, Otto regretted a lot and the hatred kept him alive for a little bit longer ,mostly out of sheer spite.

Carolyn moved over to record the log. "Otto Octavius is not doing entirely that well. Unless a cure finds, he will die."

She typed in the information, trying to find anything that would help her do this. Just anything at all, she didn't really care what it is. She just needed it and needed it now.

The woman's lips curled into a smile the longer she hovered over the computer, she was thinking about what her mentor would do in a situation like this.

He was not able to enact his revenge on Spider-Man but she could help him along the way. All that she had to do was make a few calls.

"Are they here, excellent, tell them that I'll meet them after a little bit?"

Doc Ock managed to obtain some favors during his time and Carolyn was going to call in some debts.

Carolyn could see a group of super powered villains. Shocker, Rhino, Beetle, Sandman, Mysterio, and Scorpion, some of Spider-Man's most dangerous enemies.

"You said that Ock wanted us, where is he?" Sandman asked, staring down the woman before him.

"Doctor Octavius is not feeling well, he's under the weather, but he wishes to reform the Sinister Six," Carolyn said staring at them.

"That sequel might be rather ill-advised, given that the last two times the Sinister Six formed, Spider-Man trounced us in battle," Mysterio commented, him and Sandman were the only original two members of the Sinister Six. Vulture passed away of old age, Kraven was killed, Electro was gone, and Ock was apparently sick.

"It will work this time, the city is ripe for the taking, Spider-Man….."

"Yeah, he's that punk Parker, the one that took photos, can't believe that he managed to fool Jameson for all of those years," The Scorpion said and there was a lot of amused chuckles with the rest of the group.

"So, we can just crush him….."

"Spider-Man is going down this time, but what about Ock, you say he's not feeling well?" Shocker asked.

"Don't be concerned about that…"

"Thought he might have died by now, I mean that entire Master Planner thing left him in a pretty bad state," Mysterio commented, dropping the overly inflated act for a few seconds.

"Yes, well he's feeling consequences, but there is one thing that super villains can agree on, that is Spider-Man really needs to be taken down," Carolyn said and she was beginning to formulate a bit of a plan.

* * *

Spider-Man was on the hunt once again for Mister Sinister. After a couple of weird dreams that he had, he knew that things were going to get even more insane then they were before but exactly how insane, he really had no idea whatsoever.

'_It's going to be one of those days, I just know it,' _Spider-Man thought, propelling himself across the city on a web zip line, the smile across his face when he kept up his attack.

Suddenly, he ran head long into a wild Beetle. The Beetle was blasting away at him and Spider-Man dodged the stun blasts, dropping down to the ground.

"Okay, that was…"

His spider sense tingled and Rhino charged at him like a raging bull. The web slinger flipped over the top of his head and Rhino smashed head first into a stack of crates, knocking them over.

Spider-Man turned his head slightly around, he thought that things must have gotten really insane, if they were going to try and kill him.

He was standing on sand, wait a minute, sand, and the Sandman popped up, pulling the web slinger underneath the layer of sand.

"What's…"

Sandman slammed a huge sand fist into the chest of Spider-Man and sent him flying backwards into the ground. The web slinger rolled over, clutching his fist, the wind knocked completely out of it.

"You're the one who is ruining my day at the beach, Spider-Man," Sandman said raising his fist and he contorted it into a huge sand hammer.

He dodged it, just barely avoiding getting his head knocked completely off. Spider-Man shot a line of webbing at the hammer and tried to yank it but the next thing he knew, he found himself dangling.

Spider-Man hurled him back onto the ground, and then Shocker made his way forward.

"Oh, Herman, I guess that had to have the team mascot," Spider-Man said, dodging the attack, and whipping his hands together with webbing.

Shocker caused the Beetle to get knocked out of the air, dropping down to the ground.

Spider-Man suddenly found himself trapped in a cage and Mysterio appeared in front of him.

"Once again, Spider-Man has been dazzled by the masterful brilliance of MYSTERIO!"

"Actually I'm more taken aback by your bad breath."

Crack and Spider-Man slid through the bars, taking out Mysterio. Mysterio flew backwards, crashing onto the ground with a solid thud.

The web slinger shook the cob webs off, literally pulling himself up and he could see the six villains surrounding him.

"So, the Sinister Six, I see….you know we've been through this game before, it didn't really end well for you boys?"

Spider-Man dodged a miniature rocket that Beetle launched at him, and he launched his way onto a set of scaffolding.

"Come down here and fight like a man!" Rhino growled, shouldering the side of the building.

"Actually, I'd like to stay up here, fight like a spider, it's much more simple for my health, and your health I think," Spider-Man said, propelling himself down, landing on the back of Rhino's head.

Rhino growled whirling his arms around in an attempt to take Spider-Man out but the web slinger zipped out.

The large monster crashed down onto the ground and Spider-Man webbed his arms and legs together, trapping him.

Spider-Man could feel a laser array shoot at him and a series of robots with eight arms walked in.

"Me thinks this has the handy work of one Otto Octavius," Spider-Man said but he wasn't going to say that doesn't make any sense.

"Congratulations, you win the no prize," Sandman sand, smashing Spider-Man across the back of the head with a faux trophy, causing him to drop to the ground.

"So, Otto's still hanging on, you know on his death bed, you'd think that he would allow that entire revenge thing to just, you know let it go," Spider-Man said and he could see the Sinister Six along with these robots surrounding him.

He could see Mysterio was setting a trap for him as well and that was the one person that he didn't want to turn his back on.

'_Okay, you've got this, you really got this one, just really focus, and get it done,' _Spider-Man thought but his spider sense was going crazy.

Given that there was six villains trying to slaughter him, he didn't pay the attack too much mind.

* * *

Ana Kravinoff hovered in the shadows, her father's lessons to her in person and through the journal had said one thing, and that was that the hunt was half about action and half about observation.

She observed her prey in its natural environment. The six enemies that he fought against, he was sloppy but at the same time, they were as well, she had no idea what to make about this.

He should have dodged the attacks sooner, not when they were about ready to hit him head on. She didn't know what to really make of what was happening around her and the woman's hand turned around, making a mental note.

She watched as he got stuck in that trap from that man made of sand.

'_If I fought a villain that was made of sand, I would not have stepped on top of him, you must have been crazy to think that I would,' _she replied, and her chest inhaled and exhaled, when she looked over the person on the ground.

Spider-Man kept bouncing around at a rapid fire fury, resembling a rather demonic looking speed ball when he kept getting knocked down.

'_This is sad,' _she thought to herself and she held the hunting knife in her hand. It was not the most elegant way in the world to dispatch of the prey but it was completely effective never the less.

She created a target in the alleyway to the side and focused the knife.

She hurled the knife at the target, hitting it the impact. The woman reached forward and pulled the knife from the wall. The knife handle was held in her hand.

It would have been perfect to attack her but the timing was completely right. The woman raised her eyebrow.

'_Become your prey and you will understand him,' _Ana repeated in her head.

She could see that Spider-Man learned that lesson, believe it or not. He manipulated the Rhino into taking out the Beetle.

Both of them crashed into each other with a huge impact with each other and she watched. They were two fools, that should be taken down.

The web slinger did not spot her over in the alleyway and she stepped back once again. The large dagger that was in her hand was still prime.

She checked her equipment, making sure it was in working order. Ana sat down, further in the alleyway, her legs crossed and she reached into her bag, pulling out the serum.

'_No, I'll do this naturally,' _Ana thought, holding the vial between her fingers. It was the drug that her father used so he could keep up with Spider-Man.

It strengthened his body, but it caused his mind to become degraded, driving him completely and utterly insane.

'_He wouldn't be bad to keep as a pet,' _Ana thought and shook her head.

No he was a beast, nothing more. He was just far more intelligent or perhaps far less. His human attributes brought the nature cunning of one of nature's most noble hunters, the spider, down to his least full potential.

She once again held the blade and tossed it. Half of the six criminals were taken completely down to the ground.

It would be time to make her move, the hunter stalked the prey. She sniffed around, her heart beating against her chest once again. The adrenaline of the hunt was getting to her. She recalled when her father took her on her first hunt.

Now it was the time where she would be running solo and would be taking Spider-Man down. Her father's legacy would be finished.

'_It's time,' _Ana thought, her tongue trailing against her lips, adding some moisture to it, and she stepped forward.

She smelled blood, spider blood, radioactive spider blood, and swopped into the shadows. She could take him out with one shut, she was right behind her.

* * *

Rhino once again charged Spider-Man, he was sick and tired of being made a fool out of.

"I'm sick and tired of you making me look stupid," Rhino growled, grabbing Spider-Man around the head and trying to choke the life out of him, bringing him to one knee.

"Oh believe me, you don't really need my help to….look stupid," Spider-Man managed, barely able to keep Rhino's hands from wrapping around his neck. Needless to say, the wind was almost choked out of him and he dropped to the ground just like that.

"I'll crush you," Rhino said, slamming Spider-Man down onto the back of the head but the web slinger powered out once away.

There was a trio of traquilizer darts that shot in and Spider-Man dodged them.

"And we have a new player on the board."

Spider-Man jumped back, where a net had been set up. Rhino ran into it, like the large lummox that he was and he was wrapped up snugly in the net.

"Hey, Kraven, I know you're out here, come out, come out wherever you are….."

Shocker was up to his feet but Spider-Man webbed his hands together and knocked him back with a roundhouse punch.

"Seriously Herman, you're just really embarrassing yourself now, and that's my job."

"When I get out of here….."

"Yeah, yeah, I know, you'll make me pay….."

Spider-Man looked around, he saw that there was no Mysterio around and someone like that, that was a person that Spider-Man liked to have around at all times.

"You and I, we have a score to settle, and when I'm done with you, I'm tracking down Jameson."

"Really Gargan, it's about three years, it's time to let it go…"

Gargan blasted Spider-Man with a blast of acid from his tail and the web slinger dodged the attack. He snapped his web line around the man's tail and slid underneath his attack, causing him to crash head over heels and land onto the ground.

The Scorpion growled and tried to escape from his predicament but he was completely webbed up, without anywhere to go.

"And that must suck to be you," Spider-Man said, locking his eyes on Gargan who once again tried to break out. "We're getting close…..so close, yet so far….."

Gargan growled and once again tried to slice his way out of the web line that wrapped him up but it seemed like no matter what, he was trapped without a place to go.

The acid dripped from his tail and he growled, trying to break himself free once again but there was nothing to this.

Suddenly something cracked Spider-Man across the back of the head. He shouldn't have taken his eye off of the ball.

"So many enemies, and the spider can't lure them into his web."

Spider-Man raised his head up and he could see a young blonde female, she looked to be a teenager. She had a pair of knives in her hand and she rushed forward.

"Back off blondie, the Spider's mine," Scorpion said and Ana smiled, waiting for his tail to launch at her.

She sliced the tail off and then knocked him out. Another high impact shot to the back of the head almost drilled him into the ground.

"So I took out what hunts the spider," Ana said and she looked at him. "You are a formidable opponent."

"You're making me blush…"

"But I'm going to be the one who is going to finish my father's legacy," she said, hurling a knife at Spider-Man but he caught it with his webbing and flung it back at her.

"Your father….wait a minute, you're Kraven's….." Spider-Man started but he dodged another attack. He flung a third knife back at her once again when she tried to hurl it back to her.

She ducked and dodged the attack once again but Sandman caught her in a sand cage.

"I don't think you've got the message, Kraven-ette, but Spider-Man's blood belongs to Otto Octavius, and not some Kraven the Hunter cosplayer."

She prepared to destabilize the sand molecules trapping her.

Spider-Man looked up and his mouth hung open. Things had just gone from bad to worse, as Kaine made his way into the fray.

**To Be Continued. **


	12. Matter of Revenge Part Two

Spider-Man thought that this city block was getting a little too crowded, with Kaine making his way there.

The Scorpion growled and the villain rushed towards Kaine. "Another spider for me to stomp, that's just as good."

"Only this one has a bigger bite," Kaine said, and he grabbed the Scorpion, who was already wounded from the battle with Ana. That being said, the criminal looked to be extremely dangerous and fought his way through Kaine.

A snap indicated this battle was not going to be easy and Spider-Man could see Rhino rush towards him, trying to take him out from the other side.

Spider-Man jumped over Rhino's head and Rhino plunged into the sand cage, which caused Ana to be freed.

The female hunter coughed, her eyes watering. She had never been so humiliated as long as she lived and that was the absolute truth of the matter. She shook the cobwebs from her head and tried to push herself up to a standing positon. Her eyes watered once more, and she removed a dagger from her outfit.

"I've got him right now….."

Kaine disabled the Scorpion once again, causing his suit to overload the energy. He screamed out loud, his skin blistering underneath the attack.

Spider-Man dodged the attack from Ana, and yanked the dagger out of her hand.

"Look, how many times do I have to keep disarming you?" Spider-Man asked and suddenly he got a powder in the face.

"Either you do something productive, or stay out of my way," Kaine said, annoyed that Shocker of all people almost got a hit on him.

A laser blast from one of the Ock Bots cut through the air but Kaine picked up Scorpion's severed tail and whipped it towards the robotic entity. The tail sliced into it, and sent jets of acid into it.

That was one down, several left to go, but Kaine raised his hand and sent some electrified webbing around the legs of the creature, knocking it over.

The Ock Bot went down once again and Kaine jumped over Spider-Man's head, taking out the Beetle.

"Let me make one thing perfectly clear, I'm not your babysitter," Kaine said and Spider-Man launched a line of webbing right at Rhino and slammed him into an incoming car.

"Yeah, I could say the same thing about you," Spider-Man said and he saw Kaine's eyes flash towards him. The malice that glowed behind that mask was rather intense.

Ana aimed her weapon at him and a dart hit Spider-Man in the back of his neck.

His spider sense registered it but Sandman managed to distract him by hurling sand in his eyes.

The web slinger dropped to the ground, his head felt light and his arms felt heavy, along with his legs, that was never a good combination.

'_I've got to…..I've got to, there are about five villains that are going to kill me and that person….oh focus, focus Spider-Man, you've got to…..you can't give up now,' _Spider-Man said, trying to shake off the cobwebs for lack of a better term but he could feel the thump, thump, thump in the back of his head.

Ana could see the other spider keeping the Sinister Six, well Sinister Five now since Scorpion was down for the count, busy.

"I'll take my prize," Ana commented, making sure that Spider-Man was bounce once again. Her father had made this a labor, but she had thought that it wasn't all that hard at all.

Perhaps she was an even greater hunter than her father ever was.

Kaine rushed forward and Beetle blew a hole in the street in front of him.

"Let's see what you look like without that wrapping," Kaine said and he slammed his fist into Beetle's chest plate, causing him to feel a burst of agony with Kaine trying to pull him apart.

That being said, it was minutes before Kaine and the rest of the villains realized that Ana Kravinoff had disappeared with Spider-Man.

The Beetle, being the most savvy out of the entire group, had placed a tracking device on the web slinger, so it would leave the remaining five members of the Sinister Six to both him and the hunter that usurped them.

"Shocker, you deal with him," Sandman said and Shocker's mouth opened.

"He'd….he'd kill me…"

Shocker was left in front of Kaine and there was no mercy, with the remaining four members of the Sinister Six making a get away.

"It'd be so funny to take you down, if you weren't so pathetic."

* * *

Spider-Man woke up and it took a couple of minutes for his brain to reboot, at least enough to realize that he was in some deep trouble. His hands felt completely numb never the less and he was in a room full of some exotic looking beasts, about half of them he didn't know.

That being said, he found a final trophy spot on the wall and etched underneath the trophy was one simple word and that being, _'Spider-Man.'_

'_Okay, that's foreboding,' _Spider-Man thought, taking a half of a step forward and then he collapsed to the ground.

"My father made me the boots that you're now currently getting muck and dust on," Ana said, kicking Spider-Man in the ribs like the dog that he was. It was a great deal of satisfaction to have him lying in the ground at her feet, pathetic. "Truly, I'm superior to you in every way, Spider-Man."

"Not really, you just took advantage of the fact that I got sand in my eyes," Spider-Man managed and Ana bent down, pushing his chin up and looking him in the eyes.

"A true hunter takes advantage of and exploits every last opportunity," Ana told him and she watched her prey continue to squirm once again. Her hand was cupped underneath his chin. "And you were a fool who took his eye off the ball."

"Yeah, your old man called me all sorts of names, but he had some style and you…..why are you after me?"

"You dishonored the Kravinoff name….."

"Oh boy, here we go," Spider-Man said and Ana turned him over, and kneeled down on top of his chest, straddling him, pinning his arms back behind his head.

"The spider is a noble hunter but you are nothing but someone who is one of nature's greatest pest removers," Ana said, and she held the hunting knife where it pressed against Spider-Man's cheek, causing the fabric in the mask to bend. "The tranquilizer that runs through your veins, it saps your strength for the next seventy two hours."

"Wonderful, and I suppose that I don't think that you're going to give that speech now…"

"You see, I've read my father's journal, he's described his battles with you in great detail," Ana said, withdrawing the knife from him and she looked down towards him, her eyes narrowed in contempt. "The one mistake that he made was that he thought that you were worthy of an honorable confrontation. That allowed you get inside his head and mess with his mind. Something that I won't allow."

"Wait, you're not going to allow me a fair fight…"

"I've won the hunt…"

"Yet, I'm still breathing," Spider-Man said and Ana held the knife once again. A crazy woman with the knife in her hand, that was not an attractive proposal.

"You're of some value for me alive, I'll admit that," Ana said, bringing Spider-Man up, and whipping him forward into the wall, where he could look to see what his eventual fate was. "My father…..you defeated him, and then he fell, where he was buried amongst the rocks. How would you like it if you were buried alive?"

Spider-Man supposed that the obvious response of the fact that he wouldn't like it would not go over well with this girl. The knife was pressed against the vein of his throat once again.

She moved over and sliced his forearm. It caused him to bleed, the empowered spider blood splashing into the tube. It nearly bubbled.

"And now, you sleep," she said, stabbing one of the darts in his neck and putting him down for the count.

Spider-Man could not fight it, he just hoped that someone could find him, before he was too late.

Right now, his eyelids were heavy and despite his will power, he succumbed after several moments.

Ana had the blood that she needed to avenge her father's dishonor.

* * *

Gwen was working on Iron Spider suit, she wanted to say about Version 14 or 15. That being said, there was a pretty good chance that she would be moving past Tony Stark before the end of the year.

She wished that she could join Spider-Man out on his patrol but that being said, after Carnage trashed her suit, she was pretty much back to square one.

This time there were a few nasty surprises on the suit, and hopefully this time it could stay together for more than three missions.

That being said, Gwen looked at the night, it was nearly after nine at night. She thought that Spider-Man should have checked in by now but perhaps she was losing all sense of herself. That being said, she checked the police scanner.

"The Sinister Six…and Spider-Man have been in battle…..if there's anyone out there left, please help."

It was a distress signal from one of the poor unfortunate souls that had been left inside the city and Gwen frowned. That was rather curious all things considered and the blonde corked her eyebrow.

She supposed that a nice little look wouldn't be all that bad of thing, around the city to see what was happening. The Internet could get her bits of information that might not have trickled down into the more conventional news sources.

The blonde chewed down on her lip, and she could see some web cam photos of a battle. Someone took some crude video of the battle between Spider-Man and the Sinister Six or at least what was left of the Sinister Six.

Some female doing her Kraven act was there, and the killer clone known as Kaine showed up right as well. Gwen wasn't too sure what was going on other than that but she really smelled a rat of some sort.

That being said, the blonde frowned and continued to look at it, her female instincts said that this might be a good time to check in with Peter.

"Peter, Spider-Man, are you there?" Gwen asked, working at the communicator but it had been dead or maybe disabled, really disabled in fact.

Gwen didn't want to hurl the communicator out the window just yet, rather she had other ways to track Spider-Man.

Once she had what she needed, she pinpointed a location. This was a lot harder to do now that there were three different people with similar DNA patterns lurking around the two but she managed to pick out the genuine article straight away without any problems whatsoever.

That was good, for now, but the blonde had another…..would she call it a problem? Maybe she would but she had no means to be able to go out and get Spider-Man.

That being said, she tried not to let that get to her. The blonde did have an ace up her sleeve and she could call her up right away to get what she wanted.

"Hello," the voice on the other end said, a bit sleepily almost as if she had been woken up at the worst possible time.

"Felicia, it's me," Gwen told her and the woman over the other end of the phone said. "I think that Spider-Man might be in trouble….."

"Yes, no kidding, the city's swarming with his entire rogue's gallery out for his head and he's not answering his calls, is he?" Felicia asked and Gwen shook her head in response. The blonde tapped her finger on the edge of the table. "Yes, I figured out as much, but I think that it would be a good idea if I….checked in with him."

"Would you?" Gwen asked her, she was trying not to seem too anxious about all of this but at the same time, she was a bit agitated.

"I know that without your suit you might feel a bit exploited…..just give me all of the information that you have through the means that we discussed before and we'll take it from here."

Gwen decided that despite her initial misgivings about the Black Cat, it was a good person to have on her side, especially in situations like this.

* * *

The Scarlet Spider showed up, he had heard that is demented double was around, the man who was a less perfect clone from the prime copy then him, he was lurking in the shadows. The man frowned, deciding to look around to see if he could find anything.

The Sinister Six was also back in town and he saw the broken battered body of Scorpion lying on the ground. Then he saw Shocker, his mask ripped off, with a look of utter and complete misery etched on his face.

Then he took another step forward, there were some civilians moved around. Some of them have taken up arms and have decided to be vigilantes in their own right. That was not going to work rather well as far as the Scarlet Spider was concerned.

"If you ask me, he's doing the right thing….."

"Yeah, that other Spider-Man, he was too soft, too weak, this is the Spider-Man that the city needs."

Scarlet Spider had to really bite his tongue right now but he was struggling not to say anything. The problem was that Kaine was far from the Spider-Man the city needed. He was not a Spider-Man that the city needed at all. He was a danger to the city in fact and Scarlet Spider once again looked up.

He wondered if the mental deterioration was starting to effect his clone, before the physical degeneration set in. That would be just his luck. Scarlet Spider's face twisted into a slight grimace and he lifted his hand into the air, checking around him to see what was happening.

So far there was nothing but that didn't necessarily mean anything. Just because there was nothing now, didn't mean that there wouldn't be something later.

The smashed up piece of Doc Ock's technology.

"He got himself captured, you know."

Scarlet Spider slowly turned around and saw Kaine standing there, perched on the ledge. He was in the midst of a hunt but he would have time to spare a few critical words for his younger counterpart.

Ben Reilly looked up at the man who was his clone, and Peter's, wondering how he could have gone so far off of the radar.

"Deep down, you must realize that you're wrong….."

"Deep down, I have those annoying hints that I was, but I try and keep those beat down, and besides, people like Scorpion, he was killing people left and right, so I decided to give him a taste of his own medicine."

"We don't have the right to play judge, jury, and executioner," Scarlet Spider said and then it hit him. "What do you mean that Spider-Man was captured?"

"You're quick," Kaine said, his voice becoming fairly somber and gravely as well. That being said, he stared down his younger counterpart. "You can see that my time is short, and your time is as well. And his time…..well I'm surprised that he didn't get himself killed by now. The daughter of Kraven will ensure that the next time anyone sees him, it will be as a trophy on a wall."

"You should have saved him….."

"I don't save the weak, I punish the wicked," Kaine said, and he was obviously not in his right state of mind right now.

"The degeneration has gone further along than I thought," Scarlet Spider whispered and Kaine's eyes glowed with a fury that was almost alarming. Actually there was really no almost about how alarming that was, it really was alarming.

"You're the one who is further gone," Kaine said and he raised his hand, dropping down. "The rest of the Sinister Six are near, well more like Four if you can see. I'm cleaning up the pollution in this city, and if you're not part of the solution, well you're part of the problem."

"Funny, I could have said the same thing about you."

Scarlet Spider looked back, he could look for Spider-Man but he had this mad man in front of him. He had a choice to make.

Unfortunately, he wasn't going to be the one to make that decision, with Kaine darting forward and hitting him with a huge open handed palm thrust to the heart.

The Scarlet Spider fell backwards, landing into a stack of trash cans. How a city that was mostly abandoned could make so much trash, he would never know?

"And you're just another pest that I'm going to have to exterminate."

* * *

Spider-Man placed his feet on the edge of the casket and struggled to push. Yeah, he was pretty much in a perilous predicament but that went without saying. The web slinger closed his eyes, struggling to find his way out but there appeared to be no way out.

And he was running out of oxygen. The fact was that if he was buried alive and was not awake…well that would be bad. The problem was that he was buried alive and awake, so this was going to be as slow and agonizing as pretty much anything else.

'_Did I mention how much I'm screwed, because I think that I did.'_

Spider-Man could not help but think that after all of this, after his last death and he was almost sure that he did die but…

He got a weird vision of spiders carrying his body off and…okay that was weird, he was not sure that his memories were that much intact.

That being said, the spiders carried his body off after the defeat at the hands of the Hobgoblin and the next thing he remembered, he woke up in that homeless shelter. The trauma of being buried alive revealed another piece of the puzzle. His hand knocked against the side of the casket, trying to break it but he closed his eyes once again.

The web slinger once again tried to get up, but he was jammed tight in this casket. The web slinger once again tried to escape.

'_Okay, this is no time to panic,' _Spider-Man said, when he came to the grim realization that escape was futile. _'Oh, this is the perfect time to panic, and she took my communication equipment, I'm surprised she didn't strip me naked before I was buried alive but…..I'm guessing that she wanted to deal with the spider more than the man. Just like her father and….'_

He heard the sound of the Earth being dug up above him and Spider-Man wondered if someone was digging him up.

His spider sense was going off and he shook his head.

'_It's likely her in an attempt to torment me some more,' _Spider-Man thought, the fact that she took his blood was rather disconcerting. What was she using it for? That being said, he could hear the lock on the casket being broken and why was their sand now pouring into the casket.

Wait, sand, Spider-Man needed to get out of there.

Sure enough, a huge push knocked Spider-Man out of the casket and the full formed Sandman raised out of the casket. Rhino picked up Spider-Man, who was covered in dirty and his own blood.

"Ah, a poor little sick puppy dog, we need to put out of its misery," Rhino said, sadism flashing through his eyes and Spider-Man opened his mouth but his jaw was sore, he didn't think that he could talk, even if he wanted to.

And he kind of didn't want to, to be honest. The web slinger turned to face Rhino, and he saw Sandman, Beetle, and Mysterio standing there.

"And the Sinister Six have become the Sinister Four….doesn't really have the same alliterative ring to it, does it?"

"You think that you're so smart," Rhino growled and Spider-Man looked up, seeing Rhino's hand wrapped around his throat, squeezing the life out of him.

"Yeah, a little bit, could you….let up on the throat a little bit?" Spider-Man thought and he saw the woman approach from the shadows. "Well….if it isn't Otto's lap dog…..so how is the good doctor doing these days?"

Carolyn's glance got extremely stormy. "Not that well, thanks to you."

"Oh, well…"

"But that's fine, I'm going to complete his work…"

"Yeah there's a lot of that going on tonight," Spider-Man said, and Rhino dropped him into the casket once again. "So, you've dug me up, just to bury me alive again…really that's the best you got? I'm kind of disappointed and insulted."

"Oh you're end is going to be far more than that, Spider-Man."

He was afraid of that, he really was.

**To Be Continued. **


	13. Matter of Revenge Part Three

The Black Cat prowled in the midst of the night, she was getting closer to something. She stopped and she saw the two spiders fight with each other. Scarlet Spider clutched his arm to his side and Kaine was bleeding as well.

'_Things are about ready to get rough,' _Black Cat thought, and she crossed her arms across the chest. The tracker that was leading her to the genuine article meant that she was getting close, so close that she could taste it. She smiled with amusement dancing from her eyes, and she dropped down to the ground.

Kaine speared the Scarlet Spider hard into the fence and started to wrap him into the barbed wire and started to wrap him up.

Suddenly a dart impacted Kaine in the shoulder. He turned around and saw the woman standing in the shadows, stalking her. The woman was watching him, the hunter looking him over and she could see that her prey was there.

"You," Kaine whispered, his throat going raw and he stepped forward.

"You might not be as strong as the other spider, but you are still a problem that should be taken down there…."

Black Cat dropped down in front of Ana.

"Look kid, just tell me where Spider-Man is, and I promise give you the spanking that you should have gotten a long time ago," Black Cat said and Ana charged her, hunting knife stabbing towards her.

Felicia used her agility and flexibility to dodge the knife and it smacked into the wall. She turned around and Kraven-ette tried to stab her once again.

Scarlet Spider managed to free himself from the fence and he saw Kaine down on his hands and knees.

"Spider-Man is in that hunting preserve somewhere."

Ben nodded, he remembered that, that preserve, it was Kraven's hideout. He blinked a couple of times and prepared to make his way inside.

There was a thunderous boom from inside and the Scarlet Spider made his way inside, he was getting closer to Spider-Man.

Ana rushed Black Cat from behind, grabbing her around the back of the hair and flipping her to the ground.

"Trust me, you've never been in a real fight without your toys," Black Cat said, shooting a line and ripping the hunting knife away from her.

"You'd be surprised how much I'm able to fight," Ana said, and she started to stab the knife at her but Black Cat arched her back, and she flew over.

To her humiliation, she went flying into a puddle of mud, and the mud went splattering everywhere. The woman growled, grabbing her hair, and tugging it, her teeth gritting.

"Just for that…..just for that," she managed shaking her head, trying to get herself up to a standing position but she found herself slipping and sliding in the mud.

"Ah, I hope that I didn't break a nail with you," Black Cat said, almost mockingly and her eyes narrowed with absolute rage flashing through them. Ana's fist clutched and she charged forward, trying to take the Black Cat's head off with a well placed roundhouse punch.

Black Cat once again dodged the attack and grabbed Ana in a half nelson, before pushing her to the ground and nailing her with a series of well placed punches to the side of the head, rocking her. The female hunter growled, with the Black Cat's fist planting into the side of her face, splitting her lip open from the impact.

She grabbed Ana by the hair and slammed her face first onto the ground and tugged on her hair, essentially riding her into the ground. She blasted the woman with more punches.

Ana threw a powder in the Black Cat's face, causing her to gag, and then she pulled out another knife.

Black Cat used her gymnastic ability to dodge it, with the knife sailing over her head. She nearly got her head taken off and she took a long deep breath, seeing another knife hurled towards her. The blonde twisted underneath the attack one more time.

She dodged another dart.

"Is that the best that you have?"

Another dagger was hurled at her and Black Cat dodged that, and slashed her claws, taking her down for the count.

* * *

Spider-Man shook his head, this was one of those situations where he was trapped without a place to go and he could see Sandman grow to gigantic heights.

He had no powers because the tranquilizer was still flowing through his veins.

"Any last words, Spider-Man," Carolyn said to him, with a smile on her face.

"No, not really…but it's good that Doc Ock has been giving you some discount courses on super villain training," Spider-Man said and her eyes flashed with anger. The large hammer of Sandman was brought down onto his head but the web slinger managed to dodge.

The Scarlet Spider was perched on the cat walk and he saw Rhino scramble around. It was really time for him to make his move and he came down onto the back of Rhino's head.

"It's the other one!" Mysterio yelled and Scarlet Spider hurled the piece of coffin at Mysterio, causing him to fly head over heels and crashed down onto the ground.

The Beetle lifted his stingers up and tried to knock the Scarlet Spider out of the air.

Spider-Man waved his hand and he closed his eyes, trying to summon the strength back to him.

'_Come on Spider-Strength, come back…..oh come back, I need you.'_

Spider-Man saw Rhino rush him but the web slinger propelled him over the top of Rhino's head. The web head dodged Rhino's attack and Rhino smashed into….well a stuffed rhino. That was the irony to end all ironies.

His powers were back, and Spider-Man fired a huge kick to launch Rhino down the stairs. He was flying down the stairs.

Carolyn screamed at the top of her lungs.

'_Oh no, super villain freak out, well that was going to suck,' _Spider-Man thought, seeing her activate the Ock Bots which smashed through the front of the cemetery.

Scarlet Spider dropped right behind his side and the two spiders fought side by side.

"I really hope that you're ready to deal with this," Scarlet Spider said, raising his hands in the air and he sent a splatter of webbing which disrupted the electronics of the Ock Bots.

"Yeah, I'm back," Spider-Man said, picking up the shovel that was used to bury him alive and then dug him off.

The web slinger smashed the shovel right into the side of the Ock Bot and he launched himself to the ceiling. One line of webbing was grabbed and the remote was tugged from Carolyn's hand and she staggered around. The web slinger was hanging from the ceiling, looking down at her and she sputtered in agony.

"You can't do this, you can't do this to me!" Carolyn yelled at the top of her lungs and she had a moderate freak out.

"Well actually I can but that's another thing for another time," Spider-Man said and Carolyn raised her fist in the air. Spider-Man dodged the attack and she nearly blew up the ceiling where he was hanging.

She had a nice laser rifle and it was well aimed but she was no Doc Ock, that was for sure. Spider-Man yanked the rifle away from the woman and she was knocked down to the ground with a thud.

Beetle looked at both of them, and he saw that both of the spiders circled him.

"I'm not getting paid nearly enough….."

Two lines of webbing, one of them was electrified, causing him to land on the ground. He landed face first onto the ground, his face connected with a huge crash to the ground.

"And that's going to leave a mark," Spider-Man said and he saw that the Sinister Six….well what was left of them never the less.

"No, I've failed, I've failed…THIS IS ALL YOUR FAULT!"

"Doc Ock was the villain before I was even putting on the webs, so this isn't my fault," Spider-Man told Carolyn as she was tied up without any place to go.

He knew that this should be over, but it wasn't quite over. There was still the daughter of the mighty hunter and if she was anything like her father, she would not let it rest, until it was over.

'_The life of Spider-Man is never done.'_

* * *

The remaining members of the Sinister Six was wrapped up and Spider-Man's heightened senses were increasing. The web slinger took another half of a step forward and he could hear a drum beat in the back of his head. This was not going to really be a fun time when he walked out there into the distance.

He could hear the drum beat in the back of his head and he could see Black Cat tied to a pole, trying to pull herself free. The web slinger ambled forward, seeing the woman trying to free herself from the position.

"No, it's a trap…."

Spider-Man took half of a step forward and he could see that there were a rain storm of darts. Spider-Man put up a web net to block them and he could see Ana rustling in the shadows. His spider sense was humming, and he tried to shake his head. The woman was rustling in the shadows once again.

"Come into your natural habitat Spider-Man…"

The web slinger turned his head to the left slightly and turned it to the right. That being said, the web slinger took half of a step forward and could hear something once again.

There was a net that was down on the ground and Spider-Man's spider sense started to blare with a warning.

He jumped back and could see the net rustle underneath his feet. The web head once again walked forward into the shadows and smelled something there.

"You know, you want to prove that you're the better hunter…..you better come out and fight me….."

"You hunt those who prey on others, but you're not accustomed to being the hunted, are you?"

Spider-Man had a "this was messed up" sense that was stronger than his spider sense. The web slinger took another step into the scene and he was in the middle of a wide open space, with a lot of trees.

A lot of trees where someone could take him out just like that. Spider-Man looked around and listened intently.

There was an overlaying amount of brush that lead to a pit that would bring him to his doom. Spider-Man jumped over the top of it and he could see Ana was trying to lure him out into the opening.

He wouldn't allow it, that was not a game that he wanted to play. The web slinger hitched in his breath and continued to peer over his shoulder.

"You come out and fight me, if you want to restore your honor," Spider-Man said, once again trying to shake the cobwebs off. He had been battered during that battle.

There was a pause, with the mighty hunter trying to assess her options and Spider-Man could see what she was trying to determine what she wanted to do, if she wanted to do anything.

"I'm not foolish….."

"So you're smarter than your father is, that's good, that's really good, I would have hated to fight someone of his level of intelligence."

Spider-Man nailed her with a glancing shot right beneath the belt and the woman's mouth completely hung open once again. She dropped down and she had a knife in each hand. Both of them were primed and ready to strike for the web slinger.

"So are we going to talk, or are we going to do this?" Spider-Man asked and he could see her eyes narrow.

The woman rushed him and Spider-Man jumped out of the way, causing her to nearly stagger down but she put the breaks on.

"I think that I'll take these away, and see how your hand to hand is."

She tried to nail Spider-Man with a spinning back hand punch but the web slinger dodged the attack and she flew head over heels onto the ground.

"Not bad, but needs work ,but then again, the apple doesn't fall far from the tree, does it?" Spider-Man asked and she lifted the dart gun but Spider-Man webbed it shut.

She hurled it down, not wanting to be put in the embarrassing position where she'd swallow her own dart. That was a fairly cliché way to be done in, if she had to say so herself.

The hunter darted behind Spider-Man and he waited to see what she would do next.

* * *

Ana wanted her revenge but she succumbed to something that her father's journal warned about. Unlike most beasts, who would be silent, Spider-Man had one of the fundamental flaws of any human being.

He had the distinct inability of when to keep his mouth completely shut. The web slinger was peering at her, mocking her, and making hand motions. Ana swallowed the bait and she charged the web slinger.

He propelled over the top of her head, shot one web line off to the side, grabbing her leg and forcing it to kick back and she shot the other web line towards her. She spiraled down to the ground, landing right on her face with a sinister smash.

"Once again, you've got a lot to learn and your anger….your anger will be your undoing," Spider-Man warned her and Ana's eyes flashed with malice and her head turned towards him. Her nostrils flared in anger and she said one thing.

"No Spider-Man, it will be yours."

Both clashed once again, and Spider-Man remained on his feet. She barely dodged a bear trap and then she flung herself at the top of Spider-Man's head.

Spider-Man caught her punch and turned it around, before slamming her foot down onto the small of her back. She grimaced, trying to escape the grip but there was no easy way out.

"Your father, he became obsessed with the one great hunt and I was the one thing that he couldn't get….his White Whale so to speak," Spider-Man replied and Ana tried to kick him off but he dodged it. "Again, you're fixated."

Spider-Man took her down to the ground and slammed her onto her back. She tried to get up but she couldn't. She felt her own tranquilizer dart impale in the side of her arm.

The horror that she felt managed to keep her awake and her mouth hung open. There was one statement that came out of her mouth in a strangled tone.

"No, no, no, no," she managed, coughing and there was splatters of blood coming from her mouth with the tranquilizer pushing into her mouth.

"I'm afraid so, but…..you gave me a valiant fight…" Spider-Man told her and Ana grabbed him by his waist.

"If you cared about honor, you would have killed me…..just like you killed my father."

Ana's eyes blinked, the blood, it didn't work, and now she was weaker than ever before. She could see Spider-Man's eyes locked onto her and she shook. The web slinger pulled her to a standing position.

"I'm not going to kill you, there's no honor in killing something weaker," Spider-Man told her and he webbed her up.

"Please…..do it, I'll forever live in shame, please forgive me father, please forgive me, I don't know…..FORGIVE ME!"

She spat out that final statement in a strangled scream, her arms growing completely numb when she said that. She shook wildly and Spider-Man leaned down to face her.

"You're going to have to forgive yourself first," Spider-Man told her and Ana's blood shot eyes looked at her.

Scarlet Spider joined Spider-Man and he walked towards him.

"Kaine disappeared."

"Wonderful, more good news, the very best news in fact," Spider-Man told him and Scarlet Spider raised an eyebrow.

"The rest of the Six are all wrapped up, hopefully the makeshift place is enough to hold them, at least until the city is back in order."

Spider-Man didn't really know whether the city was back in order but he returned to Black Cat, slowly untying her.

"You know, I enjoy a good round of bondage about as much as the next girl but…..not anything like this," Black Cat said, sliding down the poll and landing firmly on her feet. Peter looked at her with a raised eyebrow.

"The more things change…"

"The more they stay the same," Spider-Man told Scarlet Spider and that was for sure.

He wondered if there would be any more members of the Kravinoff family coming after him but right now the daughter, who was messed up, was down on the ground. That being said, Spider-Man had to hope for the best.

* * *

"The ritual that she was using, thankfully it didn't work," Gwen said and Peter looked at her. He was just back from a nice long soak in the bath tub, something that he desperately needed after being buried alive.

"Oh, why…..what was it doing?" Peter asked.

"It's a necromantic ritual, at least that's what my research says, I have no idea whether it would have worked for her, and with your blood…..but it's a good thing that it didn't," Gwen replied, placing the palm of her hand on the table with a grimace. "The last thing we need is an unstoppable zombie Kraven the Hunter running around."

"Well, to be fair, after what happened with Laura and I, we never really found his body," Peter replied and Gwen gave a solemn nod in response. "And we all know what no body means."

"All too well," Gwen agreed, her blonde curls fitting rather nicely around her face. "Ock's death…I'm pretty sure that his student acted without his knowledge or consent. She has asserted herself more in the time since he went down but she's kind of obsessed with him."

"Only kind of?"

Gwen amended that statement, pushing the notes that she made back into the folder. "Okay, she's very obsessed with him."

"That's better but I guess that everyone needs a hobby," Spider-Man said and he looked outside.

Then again, there was a lot of people out there that would call him obsessed, to the point where he might be insane. And perhaps it was insane, anyone who keeps up the fight this long, despite several near death experiences.

"So, is there something bothering you?"

Gwen's question was the trigger for something that Peter had forgotten at least until now. He turned his attention to the blonde and he nodded.

"A little more about what happened after my battle with the Hobgoblin came back," Peter said and Gwen stood up completely straight at that. Her mouth was open and it was a priceless expression. "And I'm pretty sure that I died…..at least for a little bit."

"Did you really die?" Gwen asked Peter, she was confused. "You seem like…"

"Well I'm alive right now but…..I don't know, there's just something about being back that's kind of off, ever since I woke up in that homeless shelter without any memory of how I got there," Peter said and Gwen reached forward, clasping his hand which was appreciated because he needed all the comfort that he could get.

"We're here now, everything will be fine," Gwen told him and Peter appreciated her reassuring words, mostly because he was struggling to speak any himself.

"The spiders carried me off…..and that's the last thing that I remembered."

Gwen's eyebrow corked up and she looked skeptical.

"I know it sound stupid," Peter said and he shook his head.

"Maybe it will sound less stupid if you try and remember some more," Gwen said, not wanting to pressure Peter into anything.

Peter wished that he could, he really wished that he could. His memories were a big patchwork mess of absolutely and entirely nothing. The more he tried to recall certain things, the more that his head felt like it was on fire, to put things bluntly.

"Guess not," Gwen told him and Peter shook his head. "That's….fine, I don't want you….."

"Gwen, seriously, I want to remember," Peter said and he held up his hand, with a stinger protruding from his forearm.

"Peter!" Gwen yelled, nearly jumping back. "That….that wasn't there before, was it?"

Peter lifted his arm up and he looked at his arm.

"No….no it wasn't," Peter replied to her, blinking at Gwen. The blonde looking back to him took his arm and examined it.

"I know this is going to sound stupid, but…..try and shoot webbing at that wall."

"I'll got get my web shooters…"

"No, Pete, without them," Gwen said and Peter looked extremely skeptical at her but Gwen's firm look fixed on him convinced him that it might be in his best interests to comply.

He closed his eyes, thinking that this might be about as easy as getting blood from a turnip. Then two blasts of webbing shot crudely against the wall.

Gwen frowned, something was happening, but what she didn't know.

Peter wondered about the changes within him. Could he be evolving into something else?

**To Be Continued.**


	14. Chapter 14: Maximum Carnage Part 1

New York City was a ravished wasteland and despite people like Tony Stark and Steve Rogers trying to talk some sense into the politicians into the country, they were not budging to send help in. The sad thing was, if it didn't affect the people, they didn't care. Therefore they were willing to leave New York to its own devices for better or for worse.

That being said, there were still people in the city trying to make the best of a bad situation and New York was not just a bad situation, it had gone to a completely horrifying situation.

"I don't know why we were out this late…..we have to get home, you know all of those things that are out there, that are coming to one after us," one of the young girls who said, who was making her way home, with her sister following her.

"Why didn't we get out why we had the chance?" her sister whined and the older female turning towards her.

"Mother seemed to think that it wasn't going to get this bad but….."

"And now she's gone!" one of the girls shrieked in terror. Several weeks ago, her mother had went out and did not come back.

"Please don't get upset, it's going to be alright," her older sister said, although the older sister didn't know who he was trying to reassure. Was it herself or was it her sister? She didn't really know and that was a fact that terrified her to say the very least.

"No, everything is not going to be alright," she whimpered, her knees shaking and practically knocking together. It was her sister who held her up to a standing position, trying to encourage her not to lose all sense of herself.

"Trust me, you just got to believe….."

She turned around and saw her mother standing there. The girl breathed in and out and even her older sister looked at her.

"It's going to be alright, Mommy's here now."

"Mother?" the older daughter said, there was something about this mess that she couldn't really figure out. She shivered and took half of a step forward.

"Come and join me, join me and we'll be a family once again."

The younger girl paused and saw her older sister. "Sarah?"

The older sister walked towards her mother and suddenly, several razor sharp tendrils stabbed the sister in the chest.

"SARAH!" the younger sister screamed at the top of her lungs, nearly freaking out, and she ran backwards.

She nearly fell over but managed to run into one of the officers of the law.

"Something has my sister, please, you got to help me," the younger female said, whimpering as she started to tug at the officer's shoulder but he turned around and he had sunken in eyes, along with jagged teeth, something that was out of the worst nightmares. His fingers extended out, with the same tendrils.

"Don't worry, kid, I'm going to make everything all better now," the officer whispered, and the girl backed off and she nearly fell, where her mother and sister were standing over her.

"Don't worry Andrea, Mommy is here to make it all better now," the woman said, her shirt ripped open and a pulsing red barb flickering in her chest.

"Please no, please no…"

"Yes," Sarah said in a robotic voice, the same kind of thing impaled in her chest. "We can be a family, we can all be a family, for we will evolve, and be happy….."

"What are you doing to them?" Andrea yelled, the girl distressed, but suddenly, her mother reached down and shot the tendrils through her chest, implanting the seed into her.

A sadistic figure in the shadows watched what was happening with barely disguised glee dancing through his eyes. His teeth twisted into a wide grin the more that he watched things, and a pair of his minions watched as much.

"Carnage is unleashed," Harpoon whispered and Sinister nodded.

"You know Carnage will destroy the undesirables, those who were strong were seeded, those who weren't…..well there might be enough of them to bury if anyone could do so," Sinister commented, and he knew that there were certain undesirable elements in this city that needed to be eliminated.

Carnage was a puppet underneath his control.

Meanwhile Carnage watched Essex watching her work. She gazed down onto him.

'_He doesn't know that his time has passed as well,' _she whispered and the sadism flashed through her eyes when she thought that statement.

That being said, she was ready to move and get the next one. There was one who she wanted underneath her thrall more than anyone else.

There was another figure looming in the shadows, watching.

X-X-X

Spider-Man had seen a number of disappearances and unexplained deaths sky rocket over the past few weeks. It was to the point where it was nearly very alarming and actually it was more than nearly very alarming, it was extremely alarming.

There was one hallmark to these murders, whoever died, experienced something akin to extremely suffering, and it was obvious who was behind it.

Spider-Man thought that she was gone and he made his way over, dialing up Gwen, who was finishing the touches on the Iron Spider and he hoped that she would join him.

"It's Carnage."

Gwen went into an extremely funny mood and it was evident why. Peter hoped to pacify her because if he couldn't, then things would be extremely uncomfortable to say the least.

"Gwen listen….."

"No, I'm fine, I was just hoping that Carnage was finished."

Peter didn't want to say anything but he thought that it was a bit too easily and after a few weeks of nothing, Carnage was back with a vengeance. The trail of blood was more prolific than ever before.

The web slinger craned his neck once more and dropped down, following the yells that was coming from the alleyway. There was something that was strained.

"Help me, please help me!" the strangled voice of a little girl said and there was a loud growl.

Spider-Man stopped short and there was a few things that went through his mind. The first of those things was that Carnage rarely left someone alive enough to play with its food.

The second one is, what if the symbiote changed? The web slinger took half of a step forward, and saw a little girl kneeling in the alleyway, with a little doll in her hand. She slowly looked up and looked at him with a creepy little smile crossing her face.

"Hello, will you play with me?"

Spider-Man had a second to realize that he was in deep trouble and the blood red tendrils shooting out of her mouth towards him was a clue. He dodged underneath the attacks and they smashed into the trash can.

He launched himself halfway up the wall and dodged her attacks. The doll was thrown at her and a Symbiote egg hatched, ready to bond to him.

A black line of webbing shot out and pulled Spider-Man out of the way, with Venom popping in.

The web slinger's mouth was open and he had one thing to say.

"Does anyone die any more?"

"You're welcome for the assist, web head," Venom growled, rushing forward and slamming his fist into the chest of the little girl.

Spider-Man watched, absolutely sickened.

"Not a little girl, she was killed and used as a zombie puppet, so grow a few hairs, and help me out, web head," Venom growled and Spider-Man flicked a small disc in the air.

Sonic blasts along with fire combined did a good job in destroying the residue of the Carnage symbiote, now that it had been removed from the master, it's weakened.

"So, how did you survive?" Spider-Man asked.

"Ah, don't we get a hug?" Venom asked looking at Spider-Man, bouncing up and down.

"Since when did you become so happy go lucky, Brock?" Spider-Man asked and Venom's threatening gaze locked into Spider-Man's eyes. The web head might have backed off under many normal circumstances but this was one where he refused to back down.

"Not happy go lucky, in fact, kind of pissed off right now," Brock said, his teeth twisted into an ugly smile. "Our other has gone too far…..she's trying to re-populate…..neither of us could be killed…"

"You mean you're immortal?" Spider-Man asked, he was stricken by a terrifying thought of two immortal symbiotes going around.

"You didn't let me finish, we're working on something that could put it down, but we're not all that good at the science stuff, that's where you come in, webs," Venom growled and Spider-Man's eyes locked onto Venom's. "Do you think that you can handle it?"

"I think that I can handle it…..what kind of question is that?" Spider-Man asked Venom and the beast shook its head, its teeth gritted together.

"A good one and you could actually answer the question, instead of going around it, like a rat in a maze….."

"Show me what you got, and I'll see what I can do," Spider-Man said and Venom's eyes popped towards his.

"Let us make one thing perfectly clear, as much as you don't trust us, we trust you even less," Venom said, his teeth sliding together and gritting.

"That's nice to know," Spider-Man said but he didn't really have all that much time to waste, or really any at all.

That being said, he wanted to see what Venom had up his symbiotic sleeve.

X-X-X

Carnage returned to her temporary master, because there was new marching orders, and the creature walked towards him.

"Carnage," she growled and Essex smiled.

"Yes, Carnage," Essex agreed looking towards her. The intelligence was devolving and Essex thought that when it outlived its usefulness, he would deal with it.

'_He must assume that I'm a fool,' _she thought to herself but that was an assumption that she was going to make Essex regret in no time. That being said, the symbiote looked rather strong, having fed off of several humans.

"We're closer to bringing this world to its knees where it belongs," Essex told her and Carnage nodded. "I have subjects for you…..who are located beneath the streets."

Essex had trouble with the sewer dwelling Morlocks, simply the fact that they existed was a problem somewhat. They polluted the mutant gene pool and made his game of survival of the fittest look rather pathetic.

"Yes, I will…..I will obey," Essex whispered, his teeth clenching together in a deep hiss once again or rather her teeth.

"Excellent, your children are thriving, take some of the stronger ones down there and soon the rest of the world will be your playground."

Carnage had its eyes on Essex but the creature must not attack, not yet. Deception this soon would pretty much clue the man into what he was doing.

"Playground, Carnage play, Carnage feast!" she yelled, pumping her fist up excitement and Essex smiled.

"Yes, my pet, yes."

He said this in such a condescending voice that she very nearly wanted to rip his eyes out on sheer principle but she managed to hold herself back.

"Harpoon, Riptide, could you two do Carnage the honors and show her the way?"

Carnage was trying to claw her way out and Harpoon lifted one of his trademark weapons, it had a bit of a sonic impact on it because he was not stupid, far from it. The door blew open and caused pieces of debris to fly in every single direction.

"There you go, have at it, take any that you want, take them all," Riptide said and Carnage made her way into the tunnel.

It was now time for Essex to continue his chat with Fury, to see if the man would be a bit more accommodating to see what happened. He made his way down the long hallway, and towards the cell.

Fury sat there, completely tranquil.

"If I had died, you wouldn't have gotten what you wanted, and that would be a shame, wouldn't it?"

Essex shook his head. "Fury, every day you are down here, your mind is getting closer and closer to snapping, you know you could just make things easier on yourself by telling me where the final key is."

"It would be a lot easier on you, that key is the only leverage I have over you and whatever plan you and Apocalypse have concocted," Fury told and Essex looked at him, his eyes flashing with a dangerous glint in them. "You know this about as much as I do, don't you?"

"The key Fury, or…"

"You have not been able to pull the information from your mind and even your all seeing ,all knowing master hasn't figured it out but then again, he was never as omniscient as he wanted us to believe that he was, if he was, he wouldn't have been defeated last time, you know," Fury told him and he wanted to call Essex's bluff.

Essex once again kept his steely gaze on Fury.

"Make this more difficult on yourself, you will crack."

"I've been through this before, this isn't my first rodeo."

Essex responded with a crisp tone. "Yes, but it will be your last rodeo if you anger me much any more."

"Kill me, get it over with, but one thing you won't get from my death is your master's freedom, a pity that all of your work, all of your well convoluted plans have hit a roadblock," Fury said and Essex looked willing and able to want to crush Fury.

He held back, and turned around. Fury thought that he made his point.

X-X-X

Venom and Spider-Man were not the only ones who were on the hunt for Carnage. Kaine made his way down the tunnels, he should have known that symbiote was dead. He fell prone to the same error that his clone did and he mentally cursed himself for it.

That being said, Carnage was close by, actually he was almost here and Kaine had been beaten here for a second.

He was caught off by a premonition, and he could see Spider-Man under Carnage's control, leading the army of Carnage's children. The Carnage symbiote had bonded completely with Gwen Stacy, and they ruled over the city and then the world, anyone who got in their way, had been destroyed.

Kaine knew what he had to do right now, he had to cut the problem off at the root, but was he too late?

He could hear a groan from the other side of the wall and there was a fresh trail of blood mixed in from the sewage. It was difficult to determine precisely what happened but Carnage was getting an idea even though he didn't like the idea. His teeth gnarled in frustration and more importantly in fury.

He could see the decapitated head of a disfigured young man washing up next to his feet. The spinal cord had been crudely severed.

It wee the mysterious Morlocks and he had been much too late. Kaine could feel the pain for them and it was hard not to feel bad for them. The agony filled his body the more that he looked around and rage filled his body.

'_They will pay,' _Kaine growled and the fury spiked through his body. He imagined wrapping his hands around the first thing that came around there.

There was the splash of blood, and he felt a kindred spirit to the Morlocks down in the tunnel. In fact, they had given him sanctuary when he escaped Essex's lab the first time. They would not be able to be seen above the surface, at least until the moment where he was able to fashion a costume of sort and a mask.

Kaine removed the mask, a scar coming down his face. His face resembled Peter Parker only by the barest of minimums. The rest of him, well he couldn't be fit to be seen in light.

Why did he go above, if he was down here, he might be able to save him?

The vision once again came forward and it was more prolific, harder to ignore now. His head was ringing severely and he shook it, trying to clear the cobwebs. Cobwebs, that was a funny term for a spider like creature.

His hands grew numb and he could hear nothing. He almost could hear something lurking from where he was normally but he could hear nothing.

There was a sinister round of laughter.

"Well, the little reject Spider has stumbled into my den, I'm sure that I'm going to have some fun playing with him, before I leave him for the sewer rats to devour."

Carnage was above his head and Kaine charged her but an axe sliced towards his body.

"Poor little faux Spider-Man," she cooed. "You're nearly as blind to the world as Essex. He thinks that evolution is the answer but I think that they think of the world is something too complex. Soon everyone in this city will live a more simple life, where we will depend on each other, in a symbiotic relationship….."

"I didn't put you down last time, I won't make the mistake again," he said, blasting her with a sonic attack.

X-X-X

"In all theory, that should work," Iron Spider said, looking at the formula.

"We did manage to learn a few tricks from you, but you didn't believe us," Venom said looking at Spider-Man. "Guess, you aren't much of anything, without your little girlfriend to do the thinking for you."

"Watch it, I could turn this thing around on you just as well," Spider-Man said and Venom laughed, essentially calling his bluff.

"You could do that, couldn't you, but you wouldn't dare do that, would you?" Venom asked Spider-Man and the web slinger looked at the creature, his mouth completely wide open.

Gwen cleared her throat, as much as this amused her on some level, there was really no time for amusement right now.

"Okay, could we try and stay focused, Carnage is down here somewhere," Gwen said and she chewed on the side of her mouth nervously, trying to pick the creature out of the shadows and Venom responded, sniffing around.

Kaine was hurled through the edge of the tunnel and he nearly landed down on the ground.

"Well if it isn't the middle child," Venom taunted and Kaine tried to get himself up, he was bleeding and one of the Symbiote eggs were trying to burrow its way through his chest.

"No, stay back, you've got to do it, you've got to kill me, before it takes hold," Kaine said, his biology was so mutated that he was able to hold it off, stave off the worst of it but it sapped the vast majority of his strength. His numb hands lifted up in an attempt to remove the egg from his chest but it was a foolish errand. No matter how hard he tried, it remained lodged inside him, in the most painful way possible.

"Just stay calm, keep it together," Spider-Man said, the last thing that he wanted to do was have one of him to panic.

"Taking the egg out could kill him and by killing him, it's the only way to stop the egg," Venom growled but then again he smiled. "But then again, we could just remove the egg….."

Venom grabbed onto Kaine's chest and ripped the symbiote egg off.

"Head's up!" Venom growled, flinging the egg with his fingers and Iron Spider blasted it with a sonic blast, causing it to distingrate.

Kaine slumped forward, a gaping hole in his chest, with blood splashing onto the ground.

"You need to get to the hospital," Spider-Man said him and Kaine grabbed him by the shoulder, roughly shoving him away.

"By the time I get to the hospital, the entire city will be infected, and I'm likely to degenerate anyway, it's beginning," Kaine said, coughing and once again, he shook his head. "Not sure what you were made of but….you were made of something, something that Essex couldn't perfect, even the so called perfect model was weak."

"I don't know, but it's not anything about my genetics that makes me strong it's…"

"Don't give me that sappy crap, especially when I'm dying, I want to spend my last few minutes hunting down the bastard who did that, I'll deal with pet, you focus on the master," Kaine managed, each breath ragged, each movement completely and utterly blinded. It was really hard for him to stand.

"No one is going to die tonight," Gwen whispered and Kaine laughed, blood splattering from his mouth and she fixed her gaze onto him.

"You must be blind, or foolish…or you're just optimistic and try and hang onto that quality," Kaine said and he stepped forward.

"He's close, so you may get your wish," Venom said, and he knew that Kaine was only holding himself together out of sheer spite.

Spider-Man saw Kaine's antibodies heal him but when the flesh wound pieced together, the skin degenerated, turning an ugly black color that looked completely foul.

Carnage dropped down, and there was an army of her infected children going forward, ready to take down the quartet.

"I don't know what makes you tick Spider-Man, but I enjoy peeling you apart to find out," Carnage said and Gwen turned towards her. "Do you like the new evolved you?"

"Let me make one thing perfectly clear, you're nothing like me," Gwen said curtly, the chemical had not settled yet, so they were going to have to stall for time.

"We still don't like your face," Venom growled. "Surprised to see us."

"I should have not assumed that you died any more than you did me, but I'm going to correct that mistake," Carnage said. "You would be a good attack dog, to help spread the message of Carnage."

"I don't think so," Venom growled, his teeth bared and he prepped himself for a rumble.

He wasn't the only one, especially Kaine who could be in the process of degenerating before their very eyes, but his adopted family was slaughtered and he was not going to let that one go.

**To Be Continued. **


	15. Maximum Carnage Part Two

Carnage laughed and the insidious laughter picked up to a huge level. Spider-Man's gaze was locked onto the Carnage army that was forming underneath the tunnel and Gwen turned to him, her gaze penetrating him. Venom was standing there and Kaine could barely stand.

With his last breathe, he would smite Carnage.

"You think that you're the more dangerous Spider-Man, don't you?" Carnage asked, blocking his attack and hurling him halfway across the tunnel.

Iron Spider blasted a sonic blaster. The converted humans dropped to the ground and their heads looked like they were about ready to split open.

"I don't know how to deal with them," Iron Spider said and Venom created two wrecking ball like objects with his hands.

"Deal with them, deal with them, destroy them all!" Venom growled, his teeth gritted and he swung the wrecking balls up.

Spider-Man hated this fact, hated that these were people underneath there and hated the fact that there seemed to be no hope. Kaine just barely survived having the egg pulled from him and Spider-Man wondered if it was just because of his intense hatred of Carnage pulling him together.

That being said, Spider-Man felt sickened, and this was just the beginning. He could see two of them jump on him and a third try and plant the egg.

Spider-Man kicked one of them into the raw sewage, jumped up, and used one of his stingers to rip through the chest of one of them.

"You're the hero, you're not supposed to do that," Carnage howled, and she swiped her claws at Spider-Man but the web slinger launched himself over the back of the charging Carnage.

"Well you'd be surprised with what I can do in a situation when it's pushed on me," Spider-Man said, and he stabbed the stinger through the beast.

"I don't understand, you're not…..you're not supposed to be this evolved," Carnage whispered and Kaine pushed Spider-Man out of the way.

Carnage was launched up and down, sent into a fence.

"You're going to kill everyone with your attempt to try and get to me," Carnage whispered but there was eagerness flashing through the monster's eyes. Trying to goad Spider-Man, trying to tempt him.

"Well there are some things that are worth sacrificing," Kaine whispered but Carnage's children rushed him.

The Scarlet Spider dropped down and attacked them.

"If we can get this cure into Carnage, we can stop this all," Iron Spider said but the problem was getting to a lab where they could creature a cure.

"All we need is more time," Spider-Man said, and he launched his web lines at the creatures, pulling them away.

A fire was created down in the sewers, which was perfect to try and disarm the symbiotes from them. Spider-Man snapped a web line and sent the creature hurling into the fire.

Venom wasn't going to say anything, although he was thinking about it. They were running out of time. The other was fighting with the middle child of the clones. The creature rushed over.

"You are weak, depending on Brock, when you could have evolved….."

Brock picked up a large pole, stabbing it through Carnage and then stabbing it into an electrical box.

"Do it now," Venom whispered to Kaine and Kaine moved over, his hands weak, his body numb. He slammed on the electrical box.

Both Carnage and Venom were zapped and an electrical fire was started. The symbiotic children were caught.

Spider-Man watched, his mouth hanging agap, and Iron Spider grabbed him.

"I know, I understand, but we couldn't save them even if we tried, now come on, let's go," she told them and Spider-Man shook his head.

It was awful, very awful, and he could see Scarlet Spider grab Kaine, holding him up.

"Just leave me buried down here," Kaine whispered but Scarlet Spider shook his head.

"I might not be the original Spider-Man but I learned something from him, there's still plenty of time, we can save you….."

"Brock!" Spider-Man yelled but he could see Venom push Carnage down into the flaming wreckage.

"Leave me, and don't come back until you have the means to deal with this menace permanately!"

His screams were agonizing, and Scarlet Spider and Spider-Man locked eyes. They dragged Kaine out of there.

"The moment I make it into opening air, that could be the end," Kaine whispered and Spider-Man blinked, looking at him.

"I don't know, you've held it together so far."

It was at points like this where Kaine was not going to argue but the problem was that he felt like he was one breath away from breaking apart.

* * *

"I told you that I was a lost cause," Kaine growled, frustrating filling his voice, with Spider-Man and Iron Spider doing their best to try and patch him up.

"Well, I don't do lost causes," Spider-Man said.

"That makes you a saint, doesn't it?" Kaine asked him.

"No, a hero, something that might be a dying breed," Spider-Man said and he turned towards Gwen who was slowly putting together what she hoped would be an antidote to end this entire Carnage mess. "How's it coming Gwen?"

Gwen's lips curled into an agonizing smile and it was obvious that she was not having a very good time at what was happening.

"Not good, not good at all," she replied and Kaine tried to sit up but he could feel the tenderness where the egg was pulled out of him.

"The Avengers are returning to New York City," Scarlet Spider said, poking his head through the window and Spider-Man raised his eyebrow.

He was really in a couple of minds about this one. On the one hand, the Avengers returning was most certainly a good thing, and they could use all of the help that they could get and then some more.

On the other hand, that could be more mouths for Carnage to infect.

"I'm going to see if I can track down Stark, and see if he's aware that there's something really bad going on," Spider-Man said.

"Some girl who can warp reality, the Hulk, a god, a super soldier, and a tech genius…..yeah I'm pretty sure why he's so agitated by the fact that Carnage could put them underneath his, her, it's control," Kaine said and he could feel another headache coming on.

"Are you….."

"I could degenerate at any moment, so the answer to that question should really be obvious," Kaine said and Gwen's gaze was firmly locked on Kaine.

"We did all that we could….."

"All of what he could is not enough, I'm not even sure that any heroes could stop the root of the problem," Kaine said, trying to sit up. "And I'm not even sure that Essex was able to figure out a way to control Carnage."

"I don't think he has."

Kaine, Scarlet Spider, and Gwen turned around, to see Black Widow standing there in the abandoned lab of ESU.

"I'd ask how you found us but…"

"You should be thankful that it was only me who found you and…" Natasha started but then she found that Gwen held a weapon on her.

"Just protocol, given that half of the city has been infected by symbiotes….."

"And the other half is endangered or dead, Fury had a containment plan for them if they ever spread," Natasha replied and she raised her eyebrow. "The problem is, that plan really went away when Fury did."

"Of course it did," Gwen said, agitation filling her voice. She was trying not to really sound too bitter. "Do you have any idea where Fury is?"

"Listen, if I did, I'd feel a whole lot better about what I'm doing right now," Natasha said and she sighed. "But since I don't…..no I don't have any clue where Fury is."

Gwen inclined her head, she was afraid of that and another thing that she was afraid of was the fact that she had the cure created but there was really no way to test it.

"In theory, this should take Carnage down and out," Gwen informed the Black Widow and Natasha raised her eyebrow, needless to say she was surprised.

"But only in theory?" she asked and Gwen nodded.

"It's not been tested out yet," Gwen answered and Natasha pursed her lips.

"And you only have enough for Carnage?" she asked Gwen.

"Take down the master, you should hopefully free the slaves," Gwen said to her and she didn't want to address the elephant in the room of exactly whose DNA Carnage was based off of. "Eddie Brock actually helped…..well Venom, I doubt that he's really been Brock for a long time."

Venom had made a heroic sacrifice twice so perhaps there was something in him that was completely and utterly self-serving. At least that's what she hoped, perhaps she should give Brock the benefit of the doubt.

* * *

Mary Jane Watson was at home with her doors locked and a sonic weapon underneath her pillow. On her lap was a second sonic weapon and there was also a third one that was placed underneath her bed.

You could never really be too careful. Mary Jane got word about Carnage and if Venom was bad, this symbiote was far, far, worse. The redhead kept the weapon balance on her lap and frustration flickered in her eyes.

A knock on the door jarred herself at of her state. In a confident but also shaky voice, Mary Jane looked forward. "Who's there?"

"It's Gwen…..I've been attacked….please help me."

There was something about Gwen's voice that caused Mary Jane to take great pause for more than a seconds. Perhaps she was jumping to the world's largest conclusion, perhaps not.

"Okay, I'm opening the door," Mary Jane said, putting the sonic weapon behind her back. She might be wrong but if she wasn't….

She could see Gwen at the foot of the stairs, several stab wounds in her stomach. Even if this was a trick, the sight of seeing her friend in such a state was quite frankly very jarring. Mary Jane looked mortified to say the least and she felt the desire to throw up visit her just a little bit.

"Gwen…..Gwen are you?"

"Fine, I'll be fine, but you won't be!"

Mary Jane could see the tendrils shoot at her, and she slammed the door as quick as she could but much to her horror, she could see the door being kept open.

"MJ, come out and play!"

That was a call that caused Mary Jane's spine to fill with shivers and she aimed the sonic weapon. She closed her eyes and pulled the trigger, knocking one attack out of the park.

"That wasn't very pleasant!" Carnage yelled and he went towards her. "Bait, I need bait for a trap, and face it Tigress, you just hit the jackpot!"

"I don't think you get that door prize!"

Venom popped up, the symbiote looking a sickly greyish white and Mary Jane's eyes followed the progress of the two symbiotes battling each other.

She didn't want to be the prize that they fought over, no way, no how, no thank you. The redhead made her way up the stairs, she pretty much had an emergency escape plan mapped out.

Which was kind of screwed up about ten ways from Sunday when the Carnage creatures were making their way through the window. Mary Jane held the sonic weapon and she activated the ear piece, while firing at them, hitting anything that moved.

"What is it MJ?" Gwen asked and Mary Jane could tell that Gwen was tense but damn it all to hell so was she.

"Symbiotes…..pouring into my house….Carnage and Venom are damaging my living room," Mary Jane said, trying to spit out that statement in one breath, shakily as that would be.

She thanked herself for taking self defense classes.

"MJ, do not get infected by the eggs," Gwen said trying to be calm. "I'll be there as soon as I can….."

"Yes, please, thank you, oh thank god, no wait, no my god," Mary Jane yelled, she was babbling over her words.

Thankfully this sonic weapon had a lot of juice but she was not as much of a quick fire as she was.

Venom pulled himself up and created a wall.

"Back door's free, you better go," Venom growled and then Carnage burst her way up the stairs.

"You don't even know how to play the game fair!" Carnage yelled but Mary Jane made her way towards the stairs.

Stairs that Venom neglected to tell her were completely destroyed beyond all use and she tried not to focus on the dialogue between the two of them.

Mary Jane could hear the pitter patter of little symbiote feet and the redhead launched herself down to the ground.

She managed to bounce off a couch cushion and run into the backyard, skidding across the mud through the rain.

Mary Jane forced over the back gate, adrenaline pumping through her veins and she could see them all the way down the street.

The lightning and the thunder was brought down and much to her obvious relief, the Avengers had been assembled.

'_Thank god, especially when Thor is that god,' _Mary Jane thought but they weren't out of the woods yet.

* * *

Tony Stark had thought that he saw it all but…there was always something new to see.

"Remember, they're vunerable to sonic, fire, and electrical shocks," Iron Man said and the Hulk growled, running forward.

"They're just the same, all prone to smash!" The Hulk growled and much to the relief of the Avengers, the symbiotes could not infect the Hulk with their eggs, his skin could not be penetrate.

"Just make sure none of that goop touches you," Hawkeye said, loading up an arrow.

"This looks like something that even HYDRA would not pass up on," Captain America said, nailing one of the larger symbiotes with a huge attack.

"And I think that might be Rhino," Hawkeye replied.

"How did they even infect him with that suit?" Scarlet Witch asked and there was a second where she looked around, agitation flickering through her eyes.

"Your guess is as good as mine," Captain America offered, picking up the shield and hurling it like a discus through the air. It cracked against the creature and staggered him back.

"We got to fine the main one, and find her now…..good timing," Iron Man said and Spider-Man showed up. "I've got something that should thin the heard."

Iron Man opened the chest plate on his armor and a sonic attack shot out, blasting the symbiotes down to the ground.

The symbiotes were wiped out but the master was still alive.

"Please tell me that she's about ready with that chemical," Hawkeye said and Spider-Man smiled.

"In a minute hopefully, but we're going to need a one in a million shot….."

"Hey, don't mean to brag…"

"Oh come on, Clint, you always mean to brag," Iron Man said and Hawkeye looked at him, shaking his head.

"Like you don't Stark."

As much as Spider-Man enjoyed the play by play here, he had a fair bit to focus on and his stingers proved to be surprisingly effective.

"So, did he have those before?" Quicksilver asked, managing to confusing the creatures.

"Don't….think so," Scarlet Witch said, aiming an overarching bolt of energy over the top of her hand and impacting the creature in the chest.

"They're new, but that's a long story…"

"Plenty of time for that later, let's focus on staying alive right now," Captain America said, knocking the symbiotes for a loop.

The symbiotes gave an angry growl.

"This really is the only thing that they know how to do, don't they?" Hawkeye asked, arming his arrow and preparing to shoot for the fences.

His arrow connected right into the chest of the symbiote and caused it to give an angry growl. It might have made it mad.

"All of them aren't giving up now," Scarlet Witch said and she managed to trap some of them in a bubble. "Were some of these really people?"

Tony gave a grimacing look. "They used to be."

That being said, and as Tony reminded himself, these might have used to be people, some good people even, but they really weren't any more. The Armored Avenger prepared to launch an attack at the creatures, knocking them over.

They were destroyed by a swift attack but there was something about them and Wanda's mouth hung open as well.

"Wanda, duck!" Pietro yelled, and he pushed his sister out of the way. "Ha, too slow for…"

Several tendrils wrapped around him and one of the symbiotic creatures looked with a crazed look on their face.

Pietro managed to vibrate out, when Spider-Man returned fire, impaling them. The Black Widow turned up next to them, and tossed a fire grenade in the air, which burst open, causing the creatures to spontaneously combust with a blood curdling growl.

"Help is on the way," Black Widow said and once again she activated two of the grenades. They were a combination of sonics and fire, two of the more glaring weaknesses for the symbiotic creatures.

They gave an angry growl and they burned to cinders right before their eyes. The loud screams of the creatures could be heard.

Natasha was someone who didn't really shy away from using excessive force, and the fact that these people weren't people any more, well that was gravy.

* * *

Carnage watched with anger festering in her being. The plan was not coming together as well as she would have liked and the symbiote was this close to lashing out and attacking, to see what she could do.

"I'm not having any fun now," she growled, and her fist closed together. The anger festered deep within her being once again. "Someone should call the cops."

She snapped her fingers and a wicked smile appeared on her face.

"And given that I'm the one who is in control of the cops, that person is me," Carnage growled and the claws of the creature flexed. New York's Finest showed up.

"Hold it, you still have some business with us!" Venom growled and he stared down Carnage. He was pretty much beaten.

"A relic that I still have business with, and you still haven't embraced your symbiotic relationship, in fact, you're squandering that suit Brock, time to remove it," Carnage said, creating a pair of buzzsaws with her hands and she swung for the fences.

The buzzsaws connected with the suit and Venom gave a pained growl, but he fought back out.

The Iron Spider showed up and knocked Carnage away from Venom. A huge blast of miniature rockets blew up half of the city block.

"Really, is all of that property damage worth it to destroy little old me?" Carnage asked her, pretty much taunting her.

"Just die already," she said, exasperation filling her tone and she raised her hands up into the air, and an electrified net caught Carnage.

"The antidote would work rather well right now," Venom growled, and he jumped up, taking Carnage.

The NYPD surrounded the Iron Spider and blocked her path.

"Yes, my children, yes, protect your mother, protect her from that Spider Witch."

Iron Spider fought her way out, on one hand, she didn't want to hurt these fine officers of the law. On the other hand, they were really getting on her nerves something fierce. The woman knocked one of them out and used her web lining to hold them.

The Hulk rushed in and knocked them over line nine pins. The officers scattered and Iron Spider dropped to one knee, panting.

She wasn't going to lie, there were times where one of the Hulk's psychotic rampages were a really good thing. Her heart skipped a couple beats and now she was face to face with Carnage.

"Time to take your medicine, Carnage," Iron Spider said, launching the antidote at her and it impaled the shoulder of the symbiote.

Time seemed to stop and the fighting ceased rather quickly. Carnage collapsed to the ground, the symbiote turning from a blood red to a pale blue. The face of Gwen Stacy flickered in the symbiote briefly.

"No, no, no, no, it can't end like this, it won't end like this," Carnage whispered, her arms and legs twitching but suddenly she got to her feet and knocked Iron Spider on her ass. "And it won't end like this, you really think that something that relic Brock whipped up could get the better of me….."

Carnage rushed the Iron Spider.

"The suit might protect you from harm, in fact, I'm counting on it, I don't even need to bond with something organic any more," Carnage whispered, wrapping her tendrils around the suit.

'_Great, now we have to deal with Gwenage,' _Spider-Man said.

"Behold, I have more power than ever before, I'm the Iron Carnage Spider," Carnage growled. "And I think that I'll keep the creamy filling in the suit."

Gwen was trying to activate the failsafes in the suit but the weapon systems were jammed. Carnage had complete control.

"Brock, time for the suit to be removed," Carnage said, now she had more material to work with, she stabbed Brock.

The symbiote was torn from Eddie Brock, and the rail thin body of Eddie Brock dropped to the ground. He was racked with pain. Most of his hair had fallen out with clumps.

"No, come back, I can't live without you," Brock murmured, and his body convulsed.

"To show I'm not that bad of a daughter, I'll give you back what you wanted."

Spider-Man could see the symbiote flying through the air at him and it was about ready to rebond with its first love.

**To Be Continued. **


	16. Maximum Carnage Part Three

Spider-Man knew what the symbiote brought to him and he knew that he didn't want it back on him. The web slinger dodged the attack, before the old symbiote could bond completely back to him.

"Aren't you afraid of a little commitment?" Carnage asked and she tried to hold Spider-Man into place.

Eddie Brock shook his head, after all he been through, he was not about to give up his precious symbiote without a fight. His hands might be numb, his arms might be as well but he managed to fight his way to a standing position and try and charge for the symbiote which was dangling in front of his face.

Brock managed to touch it.

"We're one once again," Brock whispered and the symbiote recognized a familiar and warm place, one that accepted him for better or for worse. Its anger at Carnage for destroying that bond flashed through its eyes.

Venom was reborn once again and he was not a happy bunny. He turned towards Carnage once again.

"So you thought that you could destroy our connection, well you're wrong!" Venom howled, and he raised a knife in an attempt to stab at Carnage but Carnage blocked it with a well placed shield.

"No, this is impossible," Carnage whispered, feeling the knife stabbing through the shield and Venom looked towards the creature and laughed.

"No, this is very possible," Venom whispered and once again, it slammed a large tendril through the shield, knocking Carnage completely and utterly for a loop. It was forced back and its anger rose to an entirely new level.

Spider-Man meanwhile knew that Gwen was trapped inside there, which distressed him very much and also there was New York's finest who were going after him. He really respected the work that all of them did, even though he hunted them down.

"Come on, I know that your symbiotic monsters, but some of you were good to listen to reason, you're hard working men and women…"

Kaine dropped down, seeing Carnage once again.

"No wait, Gwen is in there," Spider-Man said and then Kaine looked at him.

"Then my condolences," Kaine replied in a solemn voice and it was almost like he meant every word of that.

Spider-Man could not even stop him, mostly because the NYPD were holding him and one of them was about ready to infect him.

"No, I'm not going to go down this way!"

"Join us Spider-Man, join us!" one of them whispered in a raspy voice.

Spider-Man, not wanting to be one to join the crowd, fought his way out. The web slinger attacked his way through the hoards of zombies, who refused to give him. Spider-Man zipped over to one side and then to the next side, before landing in front of his attackers.

All of them gave a mighty growl and charged him, but Spider-Man had to attack them. He splattered a web line around one of the heads of his enemy and then propelled himself behind him. He kicked the adversary's legs out from underneath him.

"This armor is perfect," Carnage said, retracting the spider legs. "You, you're like the defect that keeps surfacing."

"The only defect is you," Kaine said, hurling another one of the grenades at the legs and they were knocked out from underneath Gwen.

Spider-Man looked around and suddenly, one of the Carnage goons knocked the web slinger back.

His spider sense was going completely wild and he would never be able to block what was coming in time.

"No!" Spider-Man yelled, feeling one of the carnage eggs fire into his chest, and he could feel it push its way in.

The web slinger tried to fight it, in fact he struggled to fight it. His mind was being taken over slowly by the need to cause chaos and utter destruction, the need to cause carnage.

No, he refused to…..he had to…..he had to fight this, there was no other way!

"Spider-Man!" the Scarlet Witch yelled but she could see Spider-Man turn around once again.

The web slinger tried to fight but Carnage turned towards him with a smile on her face, while hanging Kaine off by her side in a symbiotic garrot.

"Yes, yes, yes, embrace the hatred that you know you have deep in your heart."

Iron Man managed to scan for something that caused his hair to stand up on end. Wordlessly, he turned towards the other Avengers.

"I've got good news and bad news…"

"That's the worst news," Quicksilver replied.

"Good news is, we might not have to worry about the symbiotes much longer, and the bad news is that we will all become one sooner than later," Iron Man replied, and there was a few pods launched towards him that were knocked out of the air. "Because there's a bomb out there."

* * *

"I don't know why you're fighting it, this was based off of some of your DNA as much as Gwen's, you love the Carnage, you can't get enough of it, can you?"

"No, I'm nothing like this….." Spider-Man said, ignoring the stabbing pain that escalated in his head. If he were honest, he was almost agreeing with some of this and that fact made him throw up just a tiny bit in his mouth. His mind was going absolutely chaotic from what was happening around him.

"But you are, just admit it, life is going to be a lot easier from here on out," Carnage whispered, her mouth twisted into a grin, as she brought Spider-Man up into the city. "Look at that, and it's just about to get better."

"You've got a skewed opinion on what better is," Spider-Man said and Carnage looked at him.

"Oh, perhaps so, but my opinion is closer to what reality is," Carnage whispered, her eyes fixed on Spider-Man. "See that bomb….it's going to really get things rocking, the entire city and beyond are going to be covered in symbiotes and then we're going to blanket the entire state, then New Jersey….."

"And don't tell me, the rest of the country, and then the world," Spider-Man repeated dryly. "Surprised that your master decided to sign off on this plan. It doesn't seem like his usual style."

"That's the thing, he didn't," Carnage whispered and Spider-Man looked towards her, mouth hanging half open. He was about ready to spurt out with a "come again" but sure enough she was going to tell him, in great detail what was coming on. "My master, he has what he thinks are these grand plans but they are lacking in scope and detail."

"So, you're going to stab him in the back, not surprising…"

"Wouldn't you?" Carnage asked, a flickering of menace appearing in her eyes.

There was a few seconds where the web slinger looked at her. Someone like Essex, he wouldn't even deal with him in the first place.

"Why do you fight, why do you fight?"

"I told you….there's nothing…..that I'd like better…..then to see Sinister done but I'm not going to allow you to do this," Spider-Man managed, trying to push the egg out of him. It was rather attached to him.

"So you're going to make more symbiotes….NOT GOING TO HAPPEN!"

Venom jumped down once again.

"This is getting old!" Carnage yelled but Venom knocked the creature back, and tried to stab it but Carnage returned fire, quite literally, knocking Venom back. "You keep fighting me again and again and you keep getting smacked back again and again, do you really think that there's some kind of pattern here?"

Carnage hurled the web garrot at him and tried to hang Venom.

The web slinger tried to break the web egg out of him and finally did it. There was so much pain in him.

So much pain but he did it.

Carnage was momentarily distracted and that allowed Gwen to wake up a little bit.

'_Okay Gwen, you're trapped….in this can, with Carnage, now think, if you can get access to the armor, you might be able to have a chance,' _Gwen said and she reached into the weapon systems. _'Do I have onboard control to the sonic cannon?'_

Spider-Man was caught in the middle between Venom and Carnage, and that was not a good position to be in. Both of the symbiotes tusseled with each other, going across the city.

"Defuse the bomb, I'll worry about them," Kaine said and he looked at Spider-Man. "You fought its control…"

"If I fought it, then Gwen's fighting it too, but she's trapped in the armor, we got to get her out…"

"I know, and if I was wrong about you…"

"I know," Spider-Man replied and he could see the bomb beneath. Carnage had thought that he was under control and the web slinger went down to defuse it.

The web slinger could see the set up was simple but yet complicated. Then again, it was Gwen who was deep in in its consciousness and she was scarily inventive.

* * *

"Again and again, we fight, and you are a fool who expects a different result…."

Once again it was Venom and Carnage, locked in the internal struggle with each other that both of them had practiced time and time again. Neither was about ready to concede defeat to the other, knowing that if they did, both of them would go down in a flaming heap with each other.

Gwen once again was taking advantage of the few bursts where Carnage was losing control to further access the onboard systems in her suit. As much as she didn't want to nuke something that she spent hours building, sometimes there was sacrifices that needed to be made, Gwen was aware of this and she accepted it. The blonde closed her eyes, slowly working her way through the suit in an attempt to find her way out there.

She managed to open one of the firewalls and sighed.

'_Yes, I'm sure,' _Gwen managed to herself, working silently, but thankfully Venom distracted Carnage. _'And I do realize that this is more likely to kill myself than anything else but what choice do I have?'_

Rhetorical question was in fact rhetorical and Gwen continued to shift her way through the firewalls.

The blonde clicked it on and she hoped that it was worth.

Carnage knocked Venom around and the creature was above him.

"This time when you go down, you're staying down!"

Venom had this oh so prolific response to him. "Bring it bitch!"

Carnage slammed Venom down across the back of the head, and kicked him off of the side of the building.

"I should have put you down a long time ago but I thought that you….."

A web line shot out and Kaine grabbed him from behind, pulling Carnage back up.

Gwen blinked from inside the armor, there were no two ways about this one, this was going to suck, big time.

The blonde braced herself for impact and a large punch cracked the armor.

The good news was that it released Carnage's hold on her and she pressed the armor's sonic alarm.

There was a large blast caused the symbiote to retract from and the Iron Spider stepped back, dropping down to her knees and was breathing in and out.

Gwen could feel the tingle but it was a good thing that the symbiote was bonded to the armor and not her.

"Give me it back, give it back now!"

"I don't think so!" Gwen yelled, firing a sonic rocket at Carnage and causing her to drop to her knees, with a loud scream once again.

Spider-Man shot a stinger right in her back and there was something about the venom to paralyzed her.

"I can't, no, my plan, my beautiful plan, everyone was supposed to be one big happy family, why did you have to ruin something so beautiful?" Carnage asked, her throat nearly closing up in the agony.

"One person's beauty is another person's agony," Spider-Man said and he turned towards Gwen. "We might be able to save some of those people yet…"

Gwen blinked, wondering how Spider-Man knew this and Spider-Man calibrated a part of her armor.

"She made a mistake of trying to infect me, I knew how she was doing it, they aren't hopeless until after six hours," Spider-Man told them.

"But a lot of them…"

"She doesn't let them out of the box until the six hours are up, because some of the stronger willed ones fight off the infection," Spider-Man said. "We have to destroy the eggs without harming the victim and just like this….."

Spider-Man pressed his hand onto the side of the armor and a sonic pulse erupted through the city.

Venom and Carnage fell to their knees, screaming in agony. The symbiote eggs from the people who still weren't completely infected shot out of them, and then the people dropped to the ground.

"Very clever, but I still have time to feed," Carnage said and she hurled herself at him.

Suddenly, there was a loud pop and the symbiote was destroyed just like that.

"It's gone," Venom whispered, and Spider-Man bent down to see something crawling in the muck that had been sent down.

"Nanites, little bitty nanites," Spider-Man whispered, and he smiled, he was impressed, he would be lying if he wasn't.

Essex thought of everything, and he knew that Carnage would betray him.

Venom stood there next to Spider-Man and things were never awkward.

* * *

Essex had what he wanted form Carnage, even though he would let her play for a little bit, there would come a time where there was a need to cut the strings and allow the creature to just leave.

Now was the time and the Sinister villain could not be pleased. The Morlocks were out of the equation, just like his master requested. That being said, there was still a lot to do and with all of that carnage, there was another bonus that he got out of the equation.

He managed to locate the third key and soon his master would be freed. The stars would need to be aligned and it would take a number of weeks to locate that item but he was confident that it was where it should be.

SHIELD was the last line of defense against the world but Essex had the man who controlled that last line of defense and he was about ready to crow about his triumph.

"Carnage was going to betray you?" Harpoon asked, walking side by side with his boss and Essex turned to him, a malicious grin appearing on his face.

"Don't seem so shocked about it, I was counting on it," Essex commented with a wicked grin appearing on his face and Harpoon looked aghast about the matter. "Naïve, but naïve is one step away from being completely innocent, isn't it?"

It was a moment where Essex's face broke out into a wide ear to ear grin and it was nearly terrifying to see someone like him.

"Poor Spider-Man must be confused by the changes that he's going through, but to be fair, even I didn't dream that he would be able to become this evolved," Essex said, more to himself then to Harpoon for this conversation was a bit out of his depth.

"Boss?" Harpoon asked, in confusion but Essex shook his head.

"Don't concern yourself with it Harpoon."

Harpoon shook his head, he was not going to concern himself with this if his master told him not to concern himself with this. It was far and away out of his depth to begin with.

That being said, Essex looked like on cloud nine and his wicked grin got even more wicked the more that he walked closer to the cell that contained his captive prisoner.

It was in his nature to rub such a thing in a person's face, it was in his nature to ensure that someone like Nick Fury was going to be mocked soundly.

That being said, Essex made his way towards the cell and the bars were busted open. There was no Nick Fury, but there was a device inside the cell ticking away.

A blink, blink, blink of the timer and Essex walked forward. There was a note on the wall, scrawled crudely.

**Guess you should have killed me when you had the chance. **

BOOM!

There was a large explosion rocked that wing of Sinister's lab. Essex could not believe that Fury had managed to craft a homemade bomb out of scraps.

He wasn't injured, no he was from injured, annoyed more likely. That was really it, he was fairly annoyed to be honest.

He still had the means to release Apocalypse but with Nick Fury loose, he no longer had the element of surprise.

Essex made his way, and after the short journey through the gateway, he popped in front of his master's doorway.

"I knew of your failure Essex before you even found out, but it matters little. Do not worry about Fury, his time will be at an end, worry about freeing me."

Essex could feel the presence of his master.

"You will once again be rewarded for all of your service and you will be free. All will tremble before my might, all will tremble before Apocalypse. "

Essex could feel the presence of his master, it chilled him to the bone and he shook his head. HE would have to agree that all shall tremble before the might of the master.

That being said, there was still some problems out there.

* * *

Venom looked over New York for a few seconds. The city was more ravaged than ever before.

"The Avengers are making sure everyone gets out of the city to a safe place," Spider-Man said and Venom turned around.

"You know some people won't want to leave their homes after this," Venom said, and he was stating a fact. "People are that stubborn."

The two of them were having an almost civil conversation. Whether it be Parker or Brock or Spider-Man or Venom, that fact alone was quite jarring.

"So, what are you going to do from here?" Spider-Man asked and Venom looked towards him.

"Do not concern yourself with the likes of us, you have far more pressing problems," Venom replied as he looked over his shoulder and gave Spider-Man a sharp look. The web slinger was hearing the next statement which he dreaded. "Rest assure whether friend or foe, we'll be back."

Venom shot out a web line and swung into the city.

"So, you're just going to let him go?" Kaine asked, showing up next to Spider-Man and the web slinger turned around, facing his younger double.

"I don't see you stopping him," Spider-Man replied and Kaine raised an eyebrow. "If you want to try, then by all means, be my guest."

"I'll pass for now, if you just want to let someone like that go into the night," Kaine replied, the Spider double looked around. "Carnage is…"

"I know that you wanted to take him down….."

"Someone like me has loved ones," Kaine said shaking his head, and Scarlet Spider and Iron Spider showed up. "I know that's hard to believe."

"Everyone does," Spider-Man replied crisply, looking over into the city.

He was visited by a question, what did he have left to protect out there? Half of the city was infected and tried to kill him. The other half were killed, that being those out of the people who didn't have the sense to get while the getting was good. The web slinger pondered what his next move would be.

"Something's happening, if Essex put the killswitch on his project that soon," Scarlet Spider replied and him and Kaine were both thinking the same thing.

What if Essex had placed similar kill switches in both of them, just ready to press them like a button. Just like that, they could be dead if they tried to move against Essex a little too much or worse.

"I don't know, but it's not going to stop me from doing what I need to do to make him pay for what he did," Kaine replied and the large spider clone cracked his knuckles.

That being said, there was a lot to do in the short amount of time that they had.

Iron Spider sighed, her short lived possession really weighed on her, even though it was technically the Iron Spider armor that was being possessed. That being said, she was really dealing with things, even though it was hard to really deal with the thought that she could have caused someone harm.

"I know believe me," Spider-Man said, placing his arm around her neck and suddenly, they could see someone stumbling on the ground.

Scarlet Spider looked down. "Hey, is that Nick Fury?"

Spider-Man shot down like a bat out of hell, propelling himself down onto the ground and he looked down at Fury.

"Fury, Fury, hello, Fury?" Spider-Man asked him and Fury looked up at him.

"Essex….Apocalypse…need help…world doomed," Fury said, and he collapsed in pain, blood pouring from his mouth.

Iron Spider joined Spider-Man on the ground and Fury looked to be in bad shape. It was time to get some answers and now.

**To Be Continued. **


	17. Chapter 17: Chosen

Peter Parker really wished that Nick Fury would have been forthcoming with a bit more information before he lapsed in a catatonic state but he guessed that these things could not be helped. That being said, him and Gwen managed to put together enough of the pieces, at least enough of the pieces that they should be concerned.

"Apocalypse could mean many things, but obviously, as you well know, all roads lead to the end," Gwen replied, making the trek up the winding mountain with Peter. Even in their costumes, with their abilities, the trek was a dangerous one and they figured that was pretty much done by design. "I know, obvious right?"

"Well in some ways it's obvious, yes," Peter replied to the blonde and Gwen shrugged, rolling her shoulders back. Peter placed his hand firmly on her shoulders as he guided her up the mountain and tried to give her the focus that she needed. "But in other ways, you know it's not really all that obvious."

That being said, Peter really wished that he could find some answers to his predicament. The change of powers had left him really weirded out, although to be honest, that was just something that came with the territory when you became a super hero. That being said, Peter shook his head and looked up.

There was a long and winding journey from where he stood and he was going to grit his teeth and get it done. Even though his fingers got completely numb.

'_I want to know how I died, and how I came back to life,' _Peter Parker thought to himself. For months, there was a mysterious of what happened from Point A to Point, well maybe it was E or F by the time that he woke up in that homeless shelter.

The spiders rescued him and that was the last thing he remembered. He didn't have that much more to go on and the fact that he didn't really was kind of bugging him. Spider-Man frowned, his jaw set and he could feel Gwen's arm placed on the side of his. Reassurance danced through her eyes, which was kind of a relief because Peter didn't really have that much himself. The web slinger slowly turned to face Gwen, who nodded with her jaw set.

"We're going to get inside and we're going to find answers."

Peter could feel a burst of confidence, he was going to get inside and find answers. He stopped then, Gwen stopped, and he could tell that both of them felt a foreboding aura around the area of the temple. He slowly turned around, peering over his shoulder, and he said one thing.

"Someone's been here recently."

Gwen hitched in a breath, sighing, her hand never leaving Peter's and there was another word that fell from her mouth. Well technically it was two words, but why be particular about something like that?

"I know."

Those words could chill a person to the bone and Peter once again could feel his heart racing. With great power, there would also come great responsibility and as Peter could see, the greatest responsibility came with the fact that he needed to solve this and solve in quickly.

Not figuring out this puzzle, it could mean something more dangerous than his own health, it could be the end of the world.

Most surprisingly, Peter opened up the gateway and could feel a warmth spread through his body. He thought that he would feel a sudden chill.

"That's peculiar, isn't it?" Gwen asked and Peter turned towards her. The hallway was long and hallow and they could see footprints, fresh footprints, imprinted into the ground, the tell tale sign that someone had been here before.

Was it a friend or was it a foe? Neither knew and that fact was causing both of them to become extremely nervous. That being said, Peter raised his hand up, placing it on the edge of the door and closed his eyes.

He could feel something and it nearly caused his fingers to burn. But it gave him the sense of warmth and he knew why. He looked towards the temple and there was a small ingraving of the Phoenix.

Both knew what that symbolized all too well and Peter could feel the spirit of the Phoenix Force. In some instances, that might have not been a good thing, but in other instances…..like this one, he didn't know what to believe. All he could do was what he could do. The web slinger closed his fist once more and a long sigh escaped his mouth.

"Is it what we think it is?" Gwen asked and Peter turned towards her.

"I don't know, let's keep looking."

* * *

They did keep looking and needless to say, what they found was information that was very unsettling.

"It talks about an ancient power that came to Earth during the times of ancient Earth and he kept evolving to the point where he was nearly invincible," Gwen said and Peter raised his eyebrow.

"Only nearly?"

Gwen shook her head. "He ruled over countless generations under many guises, until he was trapped…..look at some of the things that he was responsible for."

He was responsible for wars and natural disasters, some of them familiar to Peter, others very not.

"And his servant will release him from his prison," Gwen commented once more and she kept walking down the wall. She stopped as she could see his captor. "Does he look familiar to you?"

"Yes, Kang, he's very familiar," Peter said, closing his eyes. It would be a long time before he forgot Kang, a very long time. Even though he wanted to forget him. "What….you think that he ties into this?"

"I think he does tie into this," Gwen agreed with Peter, clutching his hand firmly and the two stared forward at the drawings, mentally tracing each one of them in their heads.

It could be a sobering experience to look at everything that they had and Peter viewed the drawings with intensity.

"So, what do you think?"

"I think that this mystery has just gotten even more weird by the second," Gwen whispered with a sigh and there was a part of her that was excited but a part of her that was terrified. "And they say that one of the means to enslave Apocalypse should be around here somewhere."

"I hate to say this, but I think that Essex might have just beat us to the punch with that one," Peter told Gwen and as loathed as she was to admit that Peter was right, he was in fact right about that. The blonde bit down on her lip fiercely and looked over her shoulder for a few seconds.

Her heart was drumming against her chest once again, she felt something once again. A picture of Essex could be seen scrawled on one of the walls but she could hear Peter tapping on the wall.

"What are you doing?" Gwen asked, curiosity now getting the better of her with Peter continuing to tap his way through the temple and he turned around, to face her.

"I thought that I heard something," Peter replied to her and Gwen once again corked an eyebrow up.

At first, she considered the fact that Peter might just be a little bit paranoid about this. It was completely and utterly possible but the fact of the matter was that they were paranoid together.

Three of the statues to the right flashed to life and the other three statues, this time to the right, also flashed to life.

"And I don't think that those are the welcoming committee," Gwen commented, grumbling and she could see one of the statues charge her.

She blasted one of the statues with a beam of light but it dodged her. They were pretty quick but why wouldn't these magical statues be quick? She dodged the spiked stone balls that were launched at her.

"Whatever you don't, don't let those things touch you!" Peter yelled, seeing them break open on the floor. The web slinger swung around and nailed the large stone guardian across the back of the head.

The stone guardian was knocked down to the ground once again, being broken to bits but it reformed itself on the ground.

"You've got to be kidding me!"

"Lure them over there, help me lure them over there!" Gwen shouted, her heart racing and she thought that she was going to lose her shit and not in a good way either.

"Right, right," Peter replied, she could see Gwen herding the stone guardians off to the side and the blonde's eyes were pushed together, focused at what she was doing.

The blonde whipped herself against the wall, launching herself forward and slamming the stone guardian hard into the wall.

"Okay, that's not really working as I thought," Gwen said, and she once again swiped her hand.

Spider-Man shot one of his stingers and the venom started to eat through the ground. His eyes widened and Gwen watched him, her mouth hanging up and she shook her head, not really believing what was happening.

That being said, the venom in him completely ate through the floor and the creatures nearly fell through to their doom.

* * *

When the dust settled, Gwen turned to Peter and her mouth hung open, shock and awe filling her eyes.

"That wasn't…..I had no idea what was going to happen," Peter whispered to her and Gwen placed her hand on his shoulder.

"There were far more mutations than you even realized…..I wonder if through your death, you under went some kind of secondary mutation that gave you more spider attributes," Gwen said, peaking over her shoulder. That being said, the blonde placed her hands on her head and really tried to figure things out.

"Maybe, but this is beginning to get weird, the stingers never did that, do stingers even do that, are they supposed to?" Peter asked, his mind going a million miles a minute and Gwen turned towards him.

"Hopefully you don't start excreting pheromones that attract every woman with a ten block radius…..although you seem to do that already," Gwen said, humorlessly but Peter looked over his shoulder towards her. The blonde sighed. "I know, I shouldn't go there, but I couldn't help it, I really couldn't help it."

"I know you couldn't," Peter said, sighing, placing his hand on Gwen's shoulder and the two continued to walk forward, and they nearly ran into a wall.

Well it was a wall more than a slick slab, and it was stone. There was a weird script that was on it, describing…..well it was describing something. Peter placed his hand on the wall and peered at the script, trying to figure it out.

"Well this is pretty odd, isn't it?" Peter asked Gwen and the blonde's eyes fixated on the script, in an attempt to translate it to the best of her abilities.

"No language that I've ever learned or read in my life," Gwen said and there was something that popped into her head. "And you do realize the moment that we translate this, there's a chance that this entire place could go nuts, don't you?"

"Well that just comes with the territory," Peter replied with a lengthy sigh and he fixated his eyes on the slab with the poem on it. To be honest, he had seen enough of his fairly dodgy poetry in high school.

"The suit has a translator program on it, but it might be a bit out of its depth," Gwen replied and Peter looked at her. The blonde gave him a cheeky little grin. "Yeah, I know, just a little bit, imagine that."

"Oh believe me, I'm imagining that," Peter replied to Gwen and she placed her hand on the slab, hoping against all hope that this would work.

"Error, unknown synthax."

Gwen shook her head and her lips curled into a frustrated grimace. "Of course."

"Yes, of course," Peter agreed, and he could see that Gwen was really trying her hardest not to lose it, even though she was becoming dangerously close to doing so.

Suddenly, the script flashed in a bright light, so bright that it could have blinded them. That being said, Peter leaned in rather close to it.

"It's describing….this is some dodgy poetry, no wonder we couldn't translate it, the English language has been mangled a lot during the time that this was written."

"Providing the English language was even invented by the time this thing was created," Gwen said and Peter smiled.

"There is that yes….what does it say?"

Gwen frowned once more, leaning towards it. The garbled symbols slowly formed themselves in front of her face, she had to slowly make them out or at least make an attempt to do so. That being said, what she saw wasn't exactly among the best right there, and her translation was kind of wonky.

Okay, by kind of wonky, she meant extremely wonky, very wonky in fact. The blonde's hair flipped back into her face and Peter placed his hands on her shoulders. It was a calming influence, she'd give it that. It described the coming of the Apocalypse.

"He's coming, and there's not a person on Earth who could stop it," Peter whispered and Gwen turned towards him.

"He's coming but he's not there yet," Gwen commented and there was a second where she looked at him. "We'll find a way, there has to be something around this temple, a clue, a hint, something that would point us in the right direction."

Peter hoped that Gwen was right, but right now they were grasping at straws. Never the less, the symbols on the wall flashed brightly and Peter didn't really need his spider sense to have a very bad feeling about this.

His bad feeling might have gotten a bit worse the further that he got into the temple but he bumped his foot into a metal egg that was lying on the floor.

"Gwen, this looks like SHIELD tech," Peter said and Gwen's eyes snapped towards the egg, her mouth hanging open.

"How does it work though?" Gwen asked, in her experience, SHIELD technology could be rather finicky to put things mildly. That being said, the blonde bent down, placing her hands on the side of the egg in an attempt to turn it on.

"I think that it works kind of like this," Peter said and he clicked the egg. Two holographic images appeared and Peter looked at them, his eyes opened in shock.

It was his parents.

"If you're getting this message, then god help you are, for Apocalypse is well on his way to being released and the world will never be the same again," Richard Parker told anyone who would listen within the sound of his voice. "We didn't stop him, no we only delayed what may have been inevitable."

"God have mercy on your souls because he wouldn't."

Peter didn't have his questions answered, oh no, he had brand new ones.

* * *

"The fools only delayed what was inevitable."

"Yes, master your power is assured," Essex said, kneeling down before him. "The time is coming for your grand return….."

"I will do so in time," Apocalypse stated to his servant. He had been a good pet but even the best pets would need to be put asleep eventually.

That being said, there was one last hurdle that they needed to take care of, before they could move forward. Apocalypse's voice thundered on and he said one thing.

"What about Spider-Man?"

"Don't concern yourself with Spider-Man great one, for I have a plan to delay him….."

"It was written that he could be a concern…"

"Someone of your stature should not be concerned with someone like Spider-Man, for your power is great," Sinister said, although he had read all of the scripts. He was interested on how Spider-Man evolved something like this. When he masterminded that experimented, he didn't really think that he could. So far, he had passed him off as a child who had been gifted a few powers, who had gotten extremely lucky more times than he should.

That being said, Sinister was beginning to realize that there was much more to Spider-Man like that. And while he tried to pass off the fact that he was not concerned to his master, Apocalypse was not buying it. Mostly because Essex was not buying it himself.

"So, you think that I am a fool, do you not?"

"Of course, don't great one, I think that you are….."

"You would not have spent this much time and energy with a plan on Spider-Man if you assumed that I would crush him like the archanid that he was," Apocalypse said and Sinister could feel his master's power. "You are even having second thoughts about what you are doing. I warn you Nathaniel Essex that you have come a long way, but only because of you intervention. If it was not because of me then…"

"Don't worry, I won't fail," Essex whispered to him and once again on the other side of the gate, Apocalypse looked rather dubious.

"So be it then," Apocalypse told him and he waited to see what would happen. That being said, the man knew that Essex was not someone that he would trust before long.

"It will be it," Essex said and he slowly pulled a tarp off of a case, to reveal that there was something inside the chamber.

"Is that….."

"It is, I managed to acquire his DNA through pain staking methods," Essex said and he could see the form of Norman Osborn inside the chamber. "Spider-Man's greatest enemy, the man who could get inside of his head like none other."

"So it seems, does it?" Apocalypse asked and Essex nodded, he was a bit tired of his master's condescending words.

He had this under control, the entire world would bend to his whims.

"Soon you will be free and soon the world will evolve to the next stage."

* * *

"So, this temple is pretty much a bust," Gwen said and she shook her head.

Peter was about ready to try and interject some positivity into this, but the fact of the matter was, he couldn't really be all that positive about this. Especially considering the fact that he felt that things were just about as grim himself.

'_How can something like that happen?' _Spider-Man thought, shaking his head with a long sigh escaping his mouth.

"I know, it's going to get better before it gets worse," Gwen replied, placing her hand on Peter's shoulder gently.

The young man really wished that he had some answers to some very pressing questions. But the fact of the matter was that he really didn't and that much agitated him to an amazing degree. Gwen shook her head, and looked at him.

"We're going to…"

The temple was beginning to vibrate the second that they were about ready to leave it and Peter spun around, looking towards Gwen.

"What the hell is…."

ZAP!

Peter went flying head over heels, feeling like he had been yanked through a tube, the hard way. The web slinger rotated doing somersault flips in mid-air and nearly planted himself on his face. That was not pleasant.

Actually that was far from not pleasant, what just happened to him, it kind of sucked. The wind was taken completely out of him and he rolled over.

"Halt, you are trespassing."

Spider-Man turned around and saw a bunch of men walk forward. They had weapons that looked like something out of Star Wars and he didn't need his spider sense to know that they meant business. He shot a web net, thanking himself for his organic web shooters because he knew that if the regular web shooters were used, he would be dead.

Some large man with a Mohawk ripped his way through the webbing and raised his hand with a mighty bellow. He slammed his hands onto the ground and knocked Spider-Man back, causing him to fly head over heels and smack onto the ground.

The wind was knocked completely out of Spider-Man and he was fighting someone who could smack him around with great ease. He struggled to fight as much as he could but nothing.

That wasn't…Spider-Man blocked his fist and knocked him back with a punch.

'_And I think I just broke every bone in my hand, I'm thinking that this temple triggered something….'_

"By order of the Emperor of the Shi'Ar, halt, you are under….."

Spider-Man snapped a web line around one of them, did a forward swing and then knocked them down like a row of dominoes. He didn't really know the first thing about this entire Shi'Ar mess, but he knew that he didn't like it. His heart was racing and he needed to find a way to escape.

Easier said than done, but he had to try. The web slinger tried to find anything a vent, an escape pod. He managed to barricade them in this hallway, which was a small help but the fact of the matter was that it would not hold them for that long of a time.

"This way," a voice whispered and Spider-Man turned around to see someone waiting for him at the end of the long hallway.

_'__Okay Spidey, you're in a fix, either you go towards the dangerous people that are trying to kill you or come with the mystery person that's trying to help you,' _Spider-Man thought and he shook the figurative cobwebs off. _'Well this is a no brainer, I think.'_

He moved his way through the tunnel and he turned around to see a woman with long dark hair, dressed in prison garb with chains from her wrists.

"We need to get out of here, my brother is trying to manipulate the Phoenix Force for his own gains, and the vessel that has it….."

"The Phoenix, the Phoenix, what?" Spider-Man asked and the woman managed to grab a stolen blaster and blow the door open.

"This way, there's a vehicle off world," the woman told him and Spider-Man followed him. "My name is Lilandra, I am the legitimate heir to the Shi'ar throne."

Peter blinked but he was sensing some qualifier.

"My brother and his followers tried to imprison me, your arrival allowed me to escape," she told him and the two of them continued their trek.

"Okay…..happy to lend a hand, I guess," Spider-Man replied. He remembered something about the Shi'ar, some space adventure that Kitty told him about, he was trying to rack his brain trying to put the pieces back together but it was very difficult to do so. "And thank you for the rescue."

"We're not rescued yet, so I wouldn't thank me," she replied and sure enough, the pitter patter of minion footsteps could be heard.

Spider-Man braced himself, he wanted answers but those could come later.

**To Be Continued. **


	18. Across the Universe Part One

"Okay, so I get why they've got the mad on for you, even if…..well they just do I guess," Spider-Man finished lamely, looking over his shoulder. The web slinger skidded to a stop. "But why are they after me."

Lilandra pinched the bridge of her nose and sighed. "It's nothing entirely personal….."

"Oh really, because this seems kind of personal to me," Spider-Man replied and she slowly turned to him, her eyes giving a burning gaze to him.

"You just happened to pop in the middle of their ship, D'Ken has his eyes open for any and all threats," Lilandra told him and there was a second where she looked around. "They must have moved the transport vehicles."

'_Of course they did,'_ Spider-Man whispered to himself, shaking his head. They would have to remove themselves from this place in another way but…..

There was a miniature explosion that resounded behind them and the barrier that was put up was knocked down immediately. The big guy with the blue Mohawk, blue skin, and bad attitude moved forward.

"That's Gladiator, he's…"

"Big, bad, ugly, and likely to hurt me," Spider-Man said, raising his hands in the air and slamming them into the head of the large imposing individual.

He was grabbed around the throat and plucked down with a huge choke slam like move. Spider-Man could feel his body rocked. His muscles sized up and he rolled over, coughing. The man stepped forward and placed a foot right on the back of his neck, stomping away at him.

"Make sure you grab the Empress," one of them said, and Spider-Man managed to get to his feet, staggering around.

'_Okay, I can heal, kind of but still….ouch,' _Spider-Man replied as he rolled over, and tried to jump on the back of the large man.

He was sure that his courage was valued, even if his intelligence was questioned. Actually it was not his intelligence that was a problem but his common sense might be lacking right there. The large imposing creature gripped him around the head, and flung him backwards, smashing him against the wall.

That kind of sucked, Spider-Man was pressed back first against the wall, struggling and squirming with no way to go. Gladiator drilled him several times in the side of the head.

Lilandra tried to snap the chains that bound her but found this endeavor to be easier said than done. She swept the leg out from underneath one of her would be captors, and managed to take one of their laser weapons.

A shot to the back got Gladiator's attention.

"Stay down, I don't want to make this any harder than it needs to be," he said, and he was almost apologetic.

"A noble warrior like yourself has become corrupted and become nothing more than D'Ken's lap dog," Lilandra said and the large man reached forward, grabbing two hands full of her hair and hoisting her up above the ground.

Spider-Man saw him distracted and this was the time for him to make his move. The web slinger launched two web lines, one of them grabbing the bar above him, the other grabbing D'Ken's foot, and he twisted his hands.

He was launched up into the air, and Spider-Man thought that latest attack was an ill advised attempt to defeat an enemy that he could not defeat.

Lilandra managed to find something hidden underneath a tarp. This was really not the best vehicle in the world but it looked sturdy and would not fall apart when she went out into space, at least she hoped that it wouldn't.

"Spider-Man!"

Spider-Man looked over his shoulder and saw her frantically motioning for him. The web slinger webbed up as many members as this so called Elite Guard as he could, before he went towards her.

"Well, there's my ride," Spider-Man said, jumping high in the air and webbing D'Ken in the eyes. The man's arms frailed around widely.

"It should be able to get us out of here," Lilandra said and Spider-Man got into the seat behind it. "There's an auto pilot fortunately."

"Oh good," Spider-Man replied, he was fearing that it had been disabled because there was no way he would be able to drive this thing.

Lilandra managed to activate the auto pilot in her state and Gladiator grabbed onto the back of the vehicle.

"So…..now what?" Spider-Man asked her and Lilandra looked to be frantically racking her mind before she said the answer that came to her.

"Hit the pedal on the ground," Lilandra told him and Spider-Man did as he was told.

It knocked the vehicle back into reverse and the loud thump indicated that they had hit Gladiator, at least somewhat. Then the vehicle shot out of the hole right into the vastness of space.

'_Well that was fun, in an almost losing your life kind of way,' _Spider-Man thought to himself, and sure enough, they were well on their way. Exactly to where, he had no idea, but that would be the adventure.

X-X-X

"We might be able to get away for a short time, but he will send reinforcements to find me," Lilandra said and Spider-Man walked next to her, outside of an inn that looked rather seedy. "This is not your battled Spider-Man….."

"Well I got ported halfway across the universe for a reason, you know," Spider-Man said, launching himself completely on the defensive and Lilandra blinked at that fact.

"I really have no idea why you would have been," Lilandra said, she had just managed to escape when Spider-Man arrived but not before.

That being said, the rightful Empress of the Shi'Ar racked her brain. There would have to be a reason, exactly what that was, she didn't know. But she was going to have to find out that reason, sooner rather than later.

"They're going to have a bounty on my head, and they're going to want to collect, immediately," Lilandra said and Spider-Man looked towards her.

"Bounty?"

"Yes, the price on my head is going to be high and it's going to bring all kinds of people after me," she said and she looked forward. "My brother is tampering with forces that he has absolutely no comprehension in and that's going to lead to the destruction of us all…"

"You're referring to the Phoenix Force, aren't you?" Spider-Man replied and she nodded in response, in confirmation.

"Yes, I am referring to that…I do admit that such an element might seem rather exotic but it will lead to far more trouble than it's worth in the end," Lilandra said and she shook her head. "The person who it inhibates, will be driven mad, even if they are pure of heart. For it is a power too great to hold."

Spider-Man knew that one all too well, thinking back to how the Phoenix Force affected Jean Grey. Jean was…..well she didn't turn out all too badly because of the Phoenix but at the same time, it really did mess with her mind and it was terrifying to even think about what she could do.

"And D'Ken has the current avatar of the Phoenix Force captured," Lilandra said, and there was a dark tone to her voice as she said that.

Spider-Man thought about that and he could feel the fear in Lilandra's voice and that terrified him just as much as it did her. Especially someone like Jean, who had high strung emotions, and the Phoenix was feeding into them.

"She's….she's a friend of mine," Spider-Man told Lilandra and the woman nodded in response, placing her hand on Spider-Man's shoulder.

"I understand," Lilandra said, she really wished that she could do what she could to help Spider-Man but it seemed like they had far bigger problems.

That being said, if D'Ken had managed to find a way to control the Phoenix Force for any reason whatsoever, none of them would be safe. She was stating what she assumed was a fact there, there was really no question about it.

That being said, the dark haired woman peered off. She needed something to break these chains.

"Do you need any help with those?" Spider-Man asked and Lilandra looked at him.

"They are more than mere metal…..they are a special alloy that are designed to hold super powered people and….."

Spider-Man placed his hands on them.

"They are triggered to explode as well if you treat them improperly," Lilandra warned him and there was a crisp response that came from Spider-Man's voice based on this.

"Of course they are," Spider-Man replied but that being said, he would just have to work with what he had in front of him and more importantly, let his spider sense be his guide and all that junk.

Suddenly and perhaps by some miracle, Spider-Man got the chains off. Lilandra was surprised, her mouth hanging open and there was one word that came out of her mouth.

"How….."

"Guess I got the magic touch….."

"Just in time as well," the Empress muttered and she could hear the hovering and the humming of ships about ready to park their way down onto the pavement of the asteroid that they were on.

X-X-X

Cyclops of the X-Men looked around and the rest of the team were looking towards him, waiting for him to be able to come up with a plan.

That was all well and good but the fact of the matter was, he had some block to get things done.

"I don't know why they're holding us," Kitty said and Logan turned towards them, anger flashing through his eyes.

The fact that he was being held was really pissing him off and that was really not a good thing. The rest of the X-Men were giving him a wide-wide birth.

"They're keeping us as trophies…."

"The Phoenix Force is the thing that they want," Ororo said, and the bracelets on her, on all of them.

"And we're on a slave ship, to god only knows well," Lorna said, closing her eyes and sighing and they turned to see Laura standing there.

"We're going to have to have help somewhere….I smell something….."

"Yeah, the odor of the guy piloting the ship, you could smell him for a mile away," Bobby said, trying to lighten the mood but there was an angrily glare towards her. He swallowed and shook his head.

"You could, I guess, but that's not it," Laura conceded and she listened, her ear perking up for something.

"Is there something out there?" Scott asked and there was a moment where everyone remained something.

Of course they were out in the vastness in space and out in the unknown, so they had no idea what they were dealing with. They waited, would it be someone to save them? Or would it be someone who would bring them to another prison?

All they could do is wait and watch. Rogue pulled herself to her feet and bumped her shoulder into the side of the cargo door. She was getting her fair share of cross looks from the people on the ship and she turned towards them, annoyance flashing through her eyes.

"Do you expect me to sit here with my thumb up my ass?" Rogue asked them and they all shook their heads. "That's what I thought….that's what I thought….we've got to…"

"Find a way out of here, I know, but I doubt that unless we find a way out of these chains, there's no way out," Hank said.

"Surely you've had a few ideas….."

"Ideas yes, but one that doesn't work, and that is a problem and….."

Click, click, click, there was a loud boom that knocked open the side of the ship. Kitty would have put her face in her hands if she was able to move her hands and the brunette screamed out loud. "And we're going down, rather hard."

There was a burning hole in the side of the ship and it was going down further, further, further, about ready to plunge into the side of the asteroid.

Suddenly, before the ship crashed, there was someone there. They could hear the loud voices outside of the ship.

"The hostages are in the ship, we need to save them."

"Don't worry, we've got the ship open, and…"

They broke open the side of the ship and there was a loud crack as they opened the side of the ship. There was a man with dirty brown hair, that was wild, entertaining the ship.

"D'Ken does have prisoners, we need to get out of there before he finds them," the man stated and there was a second where he looked around. "My name is Cosair, don't worry. I'm here to help you."

It was obvious that the X-Men looked all skeptical, some more so than others but Alison shook her head.

"Well are these guys any worse that what happened in here?"

"She's got a point," Kitty said after barely a moment of thought and the group filed out.

"What about Jean?" Scott asked and there was a second where they all paused.

"She isn't the one with red hair, green eyes, and fiery temper, is he?" Cosair asked and there was a second where they all paused.

"That does describe Jean to a tee, doesn't it?" Scott replied slowly and they all nodded for a second.

"D'Ken has her, we're sorry, she's the vessel to the Phoenix Force…"

There was another ship that flew up behind them and it was time for them to bolt. There would be plenty of time for them to catch their breath.

"He still has Jean and the Professor too though," Ororo replied and there was a second where all of them all of them groaned.

First they had to get out of there, get their wits about themselves and recollect their powers. Then they would be able to regain their bearings and mount the rescue mission.

X-X-X

There was a lot going on in the universe, and there was one person who was watching from the edge of the universe. The person who found the X-Men and who had brought Spider-Man here in some last ditch effort to stop the chain of events that would lead to the bad future that she came from.

Hope's powers waned to a small amount, as Jean tapped further and further into the Phoenix Force, at the coaxing and the prodding of D'Ken. The madman was pushing her to the edge and Hope could feel the despair in the universe.

She wondered if she had just complicated things again. The girl was stuck here, but she could not go home even if she wanted to.

The past was slowly lining up to become like the future and now the redhead female shook her head for a few seconds.

'_Come on Spider-Man you can do it,' _she thought and she hoped that he could save the X-Men, she was fond of them. Well most of them, there were a couple that she was indifferent to.

That being said, she didn't really want them to die, because any time death happened, she felt it and it kind of hurt her. Being out in the vastness of the universe where there was plenty of death occurring opened up her eyes to all of the trials and the tribulations of what was going on out there and horror flashed through her eyes, with her mouth hanging open. The redhead could hardly stand it all but she had to.

There was also one other fact that she recalled with picture perfect clarity. The fact that she resembled Jean Grey, the Phoenix avatar, made her a prime target for all kinds of horrifying monsters out there. Hope could feel the darkness fill through her eyes and her heart kept racing even more.

She had to press on, even though the doom would be there. The red haired avatar of rebirth could not really think of anything else to do but keep moving.

There was an explosion in the distance and she kind of cringed at it but never the less pressed on.

The images that went through her mind about the doomed future became more prolific. She could not, she did not want that future to come to pass, ever, ever, but what choice did she have? It seemed like the future was set in stone.

Could you even change the future?

Most people would say no but her parents disagreed with that fact, that's why she was sent forth on this mission of great change. Her eyes glowed valiantly and she looked over her shoulder. She needed to just have a little faith in things and they would work out.

A little faith and dare she say it but a little bit of hope.

That being said though, she was running out of time, her heart raced. It was a race against time to fix all time and one of the events that she recalled was the full scale corruption of the Phoenix Force, which destroyed a few solar systems and caused countless destruction.

Maybe it wasn't too late, but it did seem to be kind of hopeless.

Hope sighed once again, such thoughts would defeat the purpose. Bringing Spider-Man here was one thing, she sensed him but now she had to find him and help him wherever she could. That might prove to be slightly more problematic to say the very least.

X-X-X

D'Ken was wicked and ruthless but even he had his limits to how he could be. He wondered if with this great power, he could reshape the universe in a way that would benefit more than just himself.

He wondered this, considered this, thought of this, only for a mere moment but that being said, his consideration faded after a small amount of time. He knew that the Shi'ar would be destroyed by other alien races like the Kree and the Skrull if they afforded the smallest bit of weakness. They could not have that, they would not have that.

There would be power, there would be control, there would be conquest, and D'Ken got even more excited to think about all of these things rolled into one. Especially his special doomsday weapon was sitting on the bench, her eyes glowing, her mind just ready to be picked apart and utilized for certain purposes.

That being said, his grin crossed into a malicious smile and even his elite guard were surrounding him, but at the same time, they were given him a very wide birth, with the fact of the matter being that their master had fallen prey to the illusion of power.

The fact that his sister escaped, did not really defuse his good mood. Oh no, it enhanced his good mood and now he was moving forward towards something else, something extremely grand. A smile was on his face as he prepared himself for the next phase of his plan.

"So Cosair and his little team of misfits decided to break the X-Men out, expected, but really…..it makes things a lot easier," D'Ken replied in a rough voice, crossing his fingers and he could see the blip on the screen.

"You could just as easily blast them from the sky, oh great one….."

"Do not patronize me by telling me what I do already know," D'Ken whispered, excitement dancing from his tone and once again, they were surrounding him, once again trying not to…..well they were trying not to get too close to them. "I hear what people are saying behind my back, but the Shi'Ar is prepared. My father died protecting this world but he need not die in vain."

There was a woman illuminated completely in shadows who was nodding her head. The man in question paced up and down, resembling a rapid animal. Which was a pretty good comparison to the madman that had been created and crafted. His teeth gnarled into a vicious and violent smile and everyone who looked upon them shivered. They were in the presence of someone completely and utterly out of his mind, and…..well that was not a good thing to be around.

"Of course not your excellency, your majesty is…"

"Thank you, that will do nicely," D'Ken said, making his way over towards the next room and he could see the girl sitting there. She was of beauty but the power that she had, it was untapped. It almost scared him to think what she could utilize when she put her mind to such amazing feats. The redhead once again blinked, and she was almost shaking. "You can hear me."

"I can hear all," the voice of the Phoenix said, through her vessel. "She is accepting the power that she has. Charles Xavier has fractured her mind in his attempts to protect her. Perhaps he should not be held completely accountable, an eight year old girl with godlike powers could be terrifying even for the most hardened of men."

"But surely my dear Phoenix, you feel anger at being caged…"

"I do not enjoy being manipulated, yes, and those who do so, will suffer," the Phoenix said and there was some people in the party of the Sh'iar who traded nervous looks with each other. It was kind of obvious what all of these were thinking and terror blew down their respective spines the more that they looked at each other.

That being said, the Phoenix, Jean Grey, they were slowly becoming one of the same. Jean's human emotions were starting to become a drain on the cosmic voice of the Phoenix, which was truly an intergalactic force of nature.

Such an intergalactic force of nature would have to be fed and such power flowed throughout her amazing body. A smile popped over her face and she waited for her moment.

The universe would be remade but it would not be remade in D'Ken's image, no, it would be remade in her image, it one huge big bang.

The biggest bang because there was a lot of flaws and the Phoenix was working up enough power.

'_You don't have to do with this,' _the small part of her who was still human.

'_Shh, it will be okay, it will be fine, finally you'll be free, we'll be free, it's for the best, and you can have what you truly want, even if you're denying yourself what you want,' _the Phoenix replied and cryptic words were in fact cryptic.

"How is the prisoner Xavier?" D'ken asked and his henchmen inclined his head with a nod.

"Still imprisoned…"

"Make sure he stays that way, and make sure he's told us everything that he knows, I don't want any surprises," D'ken said.

He could feel something happening but he didn't know what.

Meanwhile the Phoenix would make her move soon and it would be spectacular.

**To Be Continued. **


	19. Across The Universe Part Two

"We've got to save her though right, we've got to save Jean," Kitty said and Ororo turned towards her, giving her a calming gaze and placing her hand on the younger girl's shoulder.

"Yes, Kitty, we will save Jean, just calm down for a few seconds," Ororo told her and Kitty was about ready to tell her that she couldn't calm down.

"I've gotten you as far as I could, you should be able to take things from there," Cosair said and Scott looked at him.

Once again, something familiar about him, but something really familiar about him that he couldn't place.

"So now what?" Logan asked him, snapping him out of his recollections.

Laura raised her eyebrow and slowly sniffed around the area. The young mutant female came to a certain conclusion. "I think that we may be too late."

"You're kidding me, right?" Bobby asked but it was Scott that told him to step back and then he blasted the lock of the door. There was a room that was there and Scott could hear the anguished screams from the other end.

"Maybe too late for Jean, but we're not too late to save someone, maybe the Professor," Scott replied, he could recognize the voice.

"Whoa there cowboy, you really think that it's a good idea to jump in there all half cocked to save the Professor?" Rogue asked him and Scott turned towards her, eyes completely narrowed. It was obvious that he was not in the mood to listen to his orders being contradicted, especially after the really shitty day that he had.

"Well by all means then, if it's the Professor then…"

Scott blasted open the lock on the door and opened it up. They could see Charles Xavier, bruised, and battered, hooked to several wires and there was an electrical current.

"You don't want to cut him free, trust me on this one, it'd kill you and him," Kitty replied and she looked around. "I'll see what I can do about getting him free."

"Charles, can you hear me?" Ororo asked and Xavier's voice was weak, like a man who was on the verge of being about ready to choke down his last breath.

"Yes, Ororo, I can hear you, but I've made a terrible, terrible mistake, I can't…..it's bad, I should have never, I should have never….." Charles managed, his voice kind of distant and by kind of distant, it was very distant.

"We make a lot of mistakes, but let's worry about getting you out of here, before we figure out how to fix it."

"I thought that I could help Jean by blocking the Phoenix off, but now I realize it's a part of her, but you have no idea…what kind of pressure that I was under."

"Too late to fix it now," Kitty said and Allison looked at her. Kitty could feel the burning gaze of the blonde pop star fix down her back and she gave her a rather frustrated. "Working on it."

Allison threw her hands up into the air, a grin passing over her lips, allowing Kitty to do just that, to work on it.

That being said, Xavier was grumbling about how things were his fault and how this should have never happened. It was kind of a mortifying experience to see the man that so many of them respected reduced to something like this.

"Don't worry…..it will be fine, you'll see," Ororo said and Charles opened his mouth, about ready to argue the point.

"D'ken has left, with Jean…..I told him everything that I knew, he's left me to die, to whither away with the thought at what I did," Charles managed through an extremely weak voice and he had done a few things that he was not proud of. When you were imprisoned, you had plenty of time to reflect upon misdeeds of times past.

"She's gone then," Hank commented in a voice that indicated that he was not accusing Charles of anything but at the same time, he really was trying to stress how grave the situation was. The voice of Charles Xavier was strangled as one statement spilled out of his mouth.

"Yes, she's gone and I cannot…I cannot stress how much….."

Xavier's eyelids drooped once again and there was a loud explosion outside.

"We got to get out of here," Kitty replied and she managed to release him. "You shouldn't be killed and neither should he."

"I shouldn't, or I won't?" Scott asked and Kitty sighed, giving him an extremely pointed glare.

X-X-X

Spider-Man really wondered how he got into situations like this. Actually most of the time it was his charming personality, maybe his dashing good looks. Or maybe it was because he had this uncanny knack of getting himself into a load of trouble that he really shouldn't be. That being said, he followed Lilandra, who was making her way to the palace.

"If the carrier of the Phoenix is your friend then…."

"You make it sound like she has some kind of disease," Peter said in an extremely cross voice and Lilandra turned her attention towards him, raising an eyebrow. His mouth snapped shut and he looked at her.

"Trust me when I say this, every single person who had been equipped with the Phoenix Force, are underneath a walking death sentence, there is no question about it," the Empress or at least the rightful one stated.

That being said, Spider-Man hated to hear that and he always thought that there might be another way. Jean had power, great power, and he knew that someone like that was capable of having great responsibility.

Peter stopped, derailing that train of thought straight out the tracks.

'_Great power and great responsibility, is that really going to be the thing that keeps defining my life for as long as I live?' _Spider-Man thought to himself, shaking his head, a bit of amusement filling his eyes. _'Granted, it's an apt piece of advice and I'll never forget it until the day I die, but it's been five years so….'_

Five years, and Peter still hadn't stopped feeling the guilt. And in five years, he had buried several people close to him. Uncle Ben, Captain Stacy, Harry, and Peter shook his head. He refused to…..no he couldn't be burdened by an angst attack right now.

"Oh, let's see…we've got to be getting close."

Lilandra could tell that Spider-Man was in over his head and she wondered, not for the first time, whom thought it was a good idea to bring him here in the first place. While she thought that his help might be useful in theory, there was this difference between things working in practice and things working in theory.

That being said, the web slinger stepped forward, hitching in the breath that he had in his body, when he moved.

It was that moment in time, where it was now or never and…a loud explosion rattled Peter, causing his head to jerk around. His heart started racing and there was one grim conclusion that he was brought to.

He had ran head long into the Elite Guard and the large Gladiator had stepped in front of him.

"You are nearly a worthy opponent," Gladiator said, cracking his knuckles.

"From a large purple skinned guy with a Mohawk, I'll take your word for it, and take that as a compliment," Spider-Man said and he dodged underneath the man's fist. "But, I'll be damned if I take your first in my face, lying down."

The web slinger dodged the man's huge fist to the face and he snapped his way behind him. The other members of the Elite Guard made their way.

Lilandra nailed one of them with a punch, and took one of their weapons.

"We do not wish to harm you…"

"Then grow a spine, stop listening to my brother, and don't," Lilandra said in a testy tone of voice and her eyes flashed angrily when she said that.

'_Wow royals that actually do something, and don't need to be rescued from a castle by an Italian plumber, what a concept,' _Spider-Man said, trying to slow Gladiator down with a well placed stinger attack.

That only served to make him mad, which only served to make Spider-Man's day suck royally all that more. The web slinger sighed, he could have done everything that a Spider-Man can all day, but there was really way that he could stop this monster.

He blinked and looked around, there was something that stopped him cold alright. The web slinger could hardly…well he kept looking around in an attempt to find the source of what was aiding them.

He saw her standing there.

"Hope?"

Hope nodded, grabbing Spider-Man and Lilandra and summoning whatever strength that she could. She flashed them both away.

That took a lot out of her, but at least they were safe, for the moment.

"I was the one…..who brought you here," Hope commented to him and she nearly collapsed to one knee.

"What happened…..I thought that you were….powerful….."

Hope's eyes twisted to Spider-Man and she gave him a burning look of anger that anyone would be proud. If nothing else, it proved that she was in fact a redhead with a mildly hot temper. "I might be powerful Spider-Man but that does not make me….unable to lose my powers. And with Jean's powers of the Phoenix at her height, I'm not….doing that well…."

She coughed and shook her head. The fact that she was in a solar system like this also caused her not to do well but that was another story for another time.

X-X-X

"So, what are you saying about the Phoenix Force?"

"I'm saying that the Phoenix Force is interested in you, it's had a special interest in you for some time, and that might be the thing that could cause you to talk Jean down," Hope said and Spider-Man looked at her.

"Are you saying…."

"I'm saying what you think I'm saying, yes," Hope replied with a sigh.

"So…"

"Well the host might be…..look there are a lot of females who would want a piece of you because…..both with the mask and under it, you're a very desirable mate for them," Hope said, struggling to find the right words.

"You think that I haven't noticed…"

Suddenly there was another group making their way among the horizon. Spider-Man was ready for a fight of some sort and he lifted his neck, turning towards them. Even if said neck was stiff as stiff could be, he prepared himself for a battle, he prepared himself for a fight.

"Spider-Man?"

Scott asked this and the other X-Men showed up there. Kitty ran over him and tackled him with a crushing hug.

"Kitty, my ribs are tender, be careful," Spider-Man said wincing. He fought Juggernaut, Rhino, and that Gladiator guy, but a hug from Kitty Pryde might as well have been the thing that done him in.

Kitty retracted her arms from around with a sheepish grin on her face and she took a deep breath. "Sorry, just really sorry, and you know….sorry."

"It's okay, it really is," Peter commented as he looked around and took half of a step back to survey the situation.

"You didn't come halfway across the universe to rescue us, did you?" Kurt asked, speaking up for the first time, and Spider-Man could see them half dragging the Professor.

"Well I was just minding my own business, when suddenly I got zapped her, and a bunch of people attacked me….."

"We got captured upon arrival when we got here," Kitty said, and she looked over her shoulder. "Imprisoned for…..well it must have been months, they took Jean and the Professor off….and well everything has just gone completely nuts and stuff."

Peter raised his eyebrow and he opened his mouth to say something. "What happened….to the Professor?"

"He got worked over by this guy…D'Ken…"

"My brother, he's taken siege of the Shi'ar empire, despite the fact that he was supposed to be banished in disgrace for disrupting the peace between us and the Kree," Lilandra said and she looked at all of them. "I am Lilandra and I am the rightful ruler….."

"So wait this guy has staged a coup and kicked you off of the throne," Kitty replied and she nodded. "That's kind of rotten but I guess that politics are about the same no matter where you are in in the universe, I mean, it's rotten all the way around, isn't it?"

"Yes it is," Peter agreed with her, placing his hand on Kitty's shoulder. "Good to see you, for all I know, you got vaporized….."

"Sure felt like it," Lorna whispered, inclining her head.

"Yeah, felt like my body got dematerialized and rematerialized…"

"If you weren't friends of Jean, then you would have just been dematerialized and scattered about space."

They all turned around to see Hope standing there. Her face was pale and gaunt but that being said, she looked determined as ever. The entire group exchanged nervous glances with each other and Spider-Man thought that he better explain this, because they were all confused.

"This is Hope, she is…..well she was the one that brought me here."

"She looks like she could be Jean's little sister," Megan said in an excited voice and her fellow new mutants looked at the young pink haired mutant known as Pixie.

"She gets that all of the time, I reckon," Sam told Pixie and the Welsh mutant pulled a face.

"Well you reckon right, Cannonball, but Pixie's right, I could pass as a younger version of Jean…..for a good reason, because I'm her daughter…"

"Well it looks like Jean's been keeping secrets from us, especially from you Scott," Bobby said with a laugh and Scott's face contorted to a grimace.

"From an alternate universe, I think, it's kind of hard to tell but I'm pretty sure," Hope replied and she was not looking Scott in the eye.

"Who's the….."

Rogue elbowed Bobby in the stomach.

"Would you quit playing Jerry Springer and try and find out who the father is, and focus?" Rogue asked in an irritated voice.

"I thought it was Maury who found out things like….."

"Whatever," Rogue said but Spider-Man cleared his throat. "Sorry, Spidey, you were going to say something, sugah?"

"The Phoenix Force is an awesome element, you can see what Jean did, and she was only using a fraction of it's power."

"Now that I'm here, she has the full power," Hope said and Logan turned to her.

"Well we got to get you out of here then…"

"But I might be the only one that can help Pete save her," Hope said and she shook her head. "I wish my father was here, he'd really know how to…"

"Why were you sent here anyway?" Spider-Man asked her and Hope opened her mouth up and closed it.

"I can't remember," Hope said, her voice with despair. Her memories were a patchwork, especially after going through the time stream to help Peter and Gwen with Kang.

There was a humming above them that caused the entire group to be alert.

X-X-X

D'Ken crowed over his moment of triumph but pride does in fact come before a fall and the man himself looked about ready to be maneuvered into a grand downfall. His eyes glowed with pure malice once more and his Phoenix Force pet moved around, her eyes shifting.

"Emperor, the X-Men have escaped, are you afraid that they might come here?"

"I have nothing to fear," D'Ken whispered, excitement filling his voice and it was almost scary what filled at this present time. "The X-Men are nothing to me, absolutely nothing, other than insects that I can and will crush and I have something that will help me crush them."

He walked up and down the pathway, where the Phoenix sat in the middle. His guards looked nervous, uneasy, but at the same time, they were not about ready to say a single word, for they knew better than to upset this man and more importantly upset the Phoenix Force. His glowing eyes continued to flicker once again but hers, her's was a power onto themselves.

"Feel this moment, feel it for the rest of your life, where the Shi'Ar finally gains control of this universe, and crushes all that defy them," D'Ken whispered excitedly, gaining a stride, momentum beyond all conventional measure. His wrists wrung together and he was looking extremely terrifying to say the very least. The man was pacing up and down like a caged animal.

'_He thinks that he has control, that's quaint,' _she thought to herself, with a wicked smile crossing her face. She was kind of amused by this fact above all else. That being side, she shifted herself against where she sat, her hands resting in her lap and she drummed her fingers.

The Phoenix Force was a powerful force, primal, something that would terrify even the most hardened of men but they would use it as a blunt instrument, a force where they would pound a nail if they could.

It could dismantled and remantle a universe.

"Something comes," The Phoenix commented cryptically.

'_Don't hurt them,' _Jean whispered urgently to the Phoenix.

'_I don't wish to hurt them, in fact what I do will be less painful than a trip to the dentist,' _the Phoenix responded and Jean wasn't too reassured by this.

Jean was really not reassured by this. Call her insane, maybe but she was really not feeling this one at all. The redhead brushed her hair from her eyes and there was a rattling on the other side.

"Make sure you give them a suitable reception, my pet, "D'Ken said and the Phoenix's eyes contorted with rage.

He thought of her as some kind of attack dog that he could order at his beck and call, didn't he? Her anger bubbled to the surface and was getting close to roaming free in an explosion of absolute and abject terror. Her fingers flexed together, imagining the fact that she could wrap them around the throat of some energy.

"So, is this the way in, or do I have to make my own door?"

The X-Men made their way in and D'Ken raised his hand. "Stand your ground, I believe that I'll send a specialist in to battle."

The Elite Guard stood their ground but they wondered if their Emperor had lost his marbles or not. It seemed to be a fifty-fifty shot if he did in fact do so. Regardless, there they were, standing there, ready, for better or for worse.

X-X-X

"She's in there," Hope said, her voice giving off one of those strangled whispers once again and she was held up by Kitty and Peter, as she made her way forward.

"And they've locked us out," Bobby said shaking his head and Rogue looked at him.

"Are you an X-Men or are you not?" Rogue asked and she looked over her shoulder to Logan, Ororo, and Scott. "How's the Professor?"

"My fault, please Jean, forgive me, I've doomed us all," Xavier grumbled and Logan gave a grunt.

"Still relieving his teenage years with the overwhelming flood of angst by the looks of things," Logan answered, one of his claws about ready to pop out of his hand and he retracted it. "So are we just going to do this, or are we going to sit around with our thumbs up our ass?"

"I…..I can't ask you under any good conscience to do this, I should have never brought Spider-Man here…..I put him in cosmic danger," Hope whispered, her voice growing weaker the closer she got to the Phoenix Force.

It taunted her, that was power that she once had.

"Didn't you say that Jean would throw a Cosmic temper tantrum and we'd all be in danger to begin with?" Spider-Man asked, and Hope's mouth hung open but then she dropped her head, shaking it once again.

"Yes, she…..but it's complicated," Hope whispered, her voice growing rather raw and weary the more that she tried to force herself.

"I'm always in danger, that's what I do, but with…"

"Great power there must also come great responsibility," Hope replied and she nodded. "I know, I know…."

"And there is no greater power out there than the Phoenix," Kitty said and she was awestruck by the possibility of what it could do.

That being said, Laura looked forward and she sniffed.

"I smell D'Ken…"

"My apologies," Lilandra commented in her driest tone of voice and she looked at there, and Spider-Man decided to be the one who lead the charge.

"So, is this the way in, or do I have to make my own door?"

That was followed by an amazing feat of strength that would put the Hulk of all people to shame but never the less, Spider-Man tore the door off and found his way inside. The web slinger let the door drop to the ground, with a clatter.

He slipped inside, and the X-Men followed him. He could see D'Ken who raised his hand. "Stand down."

"So, you're D'Ken, you look much uglier in person," Spider-Man replied and Kitty could not help chiming in with a few words of her own.

"Yeah, it's a good thing that the Shi'ar don't have pigeons, because your statue would be a prime target for them, you know," Kitty said, with a wicked smile on her face and she could see D'Ken's eyes flash open with malice.

"You might think that you're amusing now, but…..I hold the power of the Phoenix Force in my hand and there's nothing that you can do about it," D'Ken said, excitement bubbling through his eyes.

"Typical super villain talk, always talking about this or that, really?" Spider-Man asked, and D'Ken's laughter got completely and utterly insidious when he lifted his hand once again.

"Attack….."

"As you wish," the Phoenix said and she turned, before engulfing D'Ken in an energy glow. "I'm going to start by eliminating you and anyone else who thinks that they can enslave me, and my power."

Hope dropped to her knees, her mind was going completely wild. She felt the entire awesome power of the Phoenix Force as it bombarded the area and the X-Men, along with Spider-Man stood before her, mouths completely open.

D'Ken was atomized with a huge pop. He was there and then he wasn't. His Elite Guard backed off, with the Phoenix's power glowing even greater than before.

"Jean, snap out of it…"

"You and Xavier held back my true potential, now I'm here to roam free," Jean said, grabbing Scott and hurling him halfway across the palace. She just went mad with power. "And I'm giving you one warning to back off, because I've seen clearly now that monsters like D'Ken are the reason why this universe, this existence is in such bad shape, and I'm going to fix it."

Her eyes flashed with pure energy and there was something rattling around her. Spider-Man didn't need his spider sense to know that the universe was completely and utterly boned right now.

**To Be Continued. **


	20. Across the Universe Part Three

There was a moment where everything stood still. Spider-Man's spider sense even stopped humming, because to be honest, he was shocked, standing there, with his mouth wide open. The web slinger crossed his arms together and he looked up. There was a loud blaring sound that he could heard and he placed his hand on the top of his head.

"Jean, Jean, you have to stop," Hope whispered, she could see what the Phoenix Force might be able to do and it shook her to her very fiber. The older redhead turned around and her voice thundered.

"You dare tell me what I am to do, child," Jean whispered, harshness dripping through her voice. "There is nothing that you will tell me to do, there will be nothing, do you hear me? I will take control of this world, of this reality, and you will either stand aside or allow me to….."

Ororo raised her arm and tried to blast a burst of wind but Jean once again knocked the weather witch back a few steps. The woman gave a yelp when she was launched up into the air and slammed down with some kind of ricochet like motion.

"Once again, you try to stop me, but I've…."

"Jean, I'm sorry, but it's time to cool you off," Rogue said, jumping up and removing her glove.

"Rogue, wait that's not going to work…"

"You try and drain my power!" Jean yelled, and she knocked Rogue to her backside, landing on the ground.

"Professor, you need to….snap out of it," Scott said, leaning down but Xavier's eyes flashed and he shook his head.

'_He can't hear you, he's a prisoner of his own mind,' _the Phoenix whispered, harshness dripping from her tone of voice and Scott looked up. His mouth got completely dry and he whispered in horror.

"You….you did this?

The Phoenix's eyes flared with the power and she looked down at him. "No, I didn't do anything to Xavier, as much as he did to himself…"

"Jean, if you're still in there, then I'm sorry," Allison said, the blonde pop star closing her eyes and she lifted her hand, blasting a controlled pulse of energy directly at Jean, backing her off. The sonic assault caused her to fly back and almost smack into the pillar where she was.

"You think that some pop star could get the better of me, I do have to admit, that almost hurt but….."

"Some pop star, she's one of the X-Men, but I'm not, and Jean, I'm sorry, but I'm going to have to take you down….."

"I see it in your eyes, there's no reason for you take me down, in fact, you long for a universe that has more order," The Phoenix said and Spider-Man zipped around.

Kitty, Lorna, and Megan rushed over, to help Hope up, who looked around, with her eyes bloodshot.

"No, this can't be happening," Hope whispered, and her mind had gone into mental shock.

Everything that could have led to the doomed future, it was flashing through her mind. Kitty raised one of her hands and slapped Hope right across the face, shocking her back into being awake.

"Sorry about that, I really am, but you got to focus, the entire universe is at stake, now's not the time to go, go all Blue Screen of Death on us, or whatever it is you call it," Kitty said and she slipped back into her early patterns of speaking like a Valley Girl despite being from Chicago.

Spider-Man landed down onto the ground and he could feel the Phoenix surveying him.

"You're not the only one that has been reborn from the ashes, into something greater, but your mind is fragmented, allow me to put the pieces back together for you," the Phoenix whispered, a harsh tone dripping from her lips.

Peter's spider sense exploded in his head, this attack was ten times more worse than ever before and his mind was being drilled completely with memories, more memories.

He died, he died, he was dead, and then the spiders dragged him off and…he was put before an altar.

Flesh, flesh was devoured, and then rebirthed into the form of spider eggs, which were reconstructed together.

There was a brand new Spider-Man, where Peter Parker woke up in the homeless shelter. What saved him? He honestly didn't know and that was something that terrified him.

'_You have a purpose Spider-Man, you must lead the forces to save the world from the end,' _a voice whispered in the back of his head, and Spider-Man's throbbing headache got even worse, his brain feeling like it was about ready to pop out of the back of his skull, drool forming on his lower lip and he coughed, not once, not twice, but thrice.

Spider-Man could feel a turning and a twist in his stomach, his limbs growing more numb, the truth was said to set many people free but it didn't set him free, rather it tormented him even more.

* * *

"What did you do?" Jean demanded to her demented other and the Phoenix looked at her.

'_I didn't do anything to harm him, but it was torturing him not to know, he had been living his life with a part of him locked away, you know why, you know that Xavier caused us not to live our full potential, together,' _the Phoenix whispered, and she rose up. The X-Men amused her and they were not holding back, because it was Jean in there. _'They are valiant, but soon they will become an annoyance.'_

Jean worried about the Phoenix, more so because she was coming to the realization that it was a part of her, just as much as it was this cosmic entity.

'_Spider-Man, he's been through so much, and you just had to…..'_

'_The truth strengthens us, while lies enable the weak,' _the Phoenix whispered, harshness dripping from her tone. It was obvious that this particular cosmic entity was in no mood to enable certain things. Her arms folded against her chest, or rather Jean's chest. _'And Summers…he still tries to pine after you….you really could have done better.'_

'_Scott and I…..we're friends, you know that,' _Jean commented. They tried the dating thing but the X-Men thing tended to mess with that. It wasn't anyone's fault, and they were far from the only two that had their share of speed bumps because of the hero thing.

That being said, Jean's eyes averted down towards Spider-Man.

'_Take him into your arms, you have the power to do so,' _the Phoenix whispered once again but there was something that crashed into Jean with a thunderous force.

'_That's not fair,' _Jean thought to herself, and she couldn't even distinguish between what was reality now.

Hope managed to lock onto the Phoenix Force. With such a thing, she could be destroyed but that was better than the alternative, the full scale destruction of the entire universe. The redhead's heart thumped in her chest, and she stared forward at Jean Grey.

"You are rather stubborn, child," Jean whispered to her and Hope's eyes averted towards the woman who in an alternate timeline was her mother.

That being said, she wasn't…..she wouldn't….she wasn't going to back down without a fight.

"I can't speak for him because you did something to him, and I can't believe that you are capable of that," Hope replied and Jean raised her eyebrow once more. "You were the heart and the soul of the X-Men, and now you've turned into this. What happened to you?"

"Power, power happened to me, Hope," Jean whispered, power flowing through her eyes and the redhead felt a shiver course right down her spine. "It's something that I don't think that most would understand when they feel it but it's here, and I have it, and I won't let go of it, as long as I have it."

"Jean, you have to….." Hope whispered and then there was a few seconds where she stopped and paused. She wondered what she had to gain with trying to force her to stop.

"You've seen the world as I've seen it, you've seen the universe as I saw it," Jean said, or maybe the Phoenix, Hope couldn't tell the distinction between the two of them.

"I've seen a lot, and I've seen…I'VE SEEN THIS!" Hope yelled, locking onto Jean's mind, trying to force her to see reason, what she set the chain reaction down to.

Both Jean and Hope locked on the Astral Plane and both redheads struggled for dominance. Both of them pushed back and forth against each other, neither fading.

Hope and Jean appeared on the image of a world where humanity only existed as the means of slave labor.

"See that, that's my time, that's my future, our future, if you don't get it together," Hope said, almost in despair.

"I….." Jean replied shaking her head. "I have the power to stop this from happening you know."

"It is because of the fact that you misused that power that you caused it to happen, with great power there must also come…"

"That line really is touching, but it's the sentiments of a hero who has suffered one hardship after another, and his suffered angst beyond all measure," Jean replied once again but she was calming down just a little bit.

'_We need to rebuild the universe now more than ever, to make sure that future doesn't happen,' _the Phoenix whispered to Jean urgently.

'_That's….that can't be the truth, that isn't the truth?' _Jean asked and the Phoenix's glowing power filled her body.

'_We are not easily deceived, it is the truth,' _the Phoenix whispered and once again Jean's hand shook once again, she didn't want to believe it, she couldn't believe it. Her heart started to race, energy pulsing through her body once again.

'_We can use the power to heal, not hurt, you know that, you know we can, and you know that we should,' _Jean said, wishing that she didn't have to argue this point.

* * *

Spider-Man's head finally stopped ringing and that was a good thing. The web slinger was pulling himself back to a stepping position, his legs nearly buckling out from underneath him. The breath that came through his body was rather painful but that was the price that he had to pay for what he did.

'_Oh, that sucks, that really, really sucks,' _Spider-Man thought and then he recalled his little journey to the center of his mind and then the web slinger blanched, his mind buzzing once again.

That might file underneath the things that you didn't really need to know. The web slinger stepped forward.

'_I died…..I'm pretty sure that's a lifetime badge for a super hero, I mean you have to die at least once and come back to life, I'm sure Logan dies about three times a week and is resurrected, so I've got a lot to catch up to him,' _Spider-Man said, dragging himself to his feet and he could see something rather amazing above the top of his head.

That being said he saw something that might be considered amazing, potentially, with Hope and Jean locked in some kind of mental war with each other. Both of them were pushing back and forth, in an attempt to gain mental superiority over the other. Neither was backing off all that well all things considered.

Jean pushed Hope back off once again and Hope flew to the ground, where Spider-Man caught her in his arms.

"We really got to stop meeting like this," Spider-Man said and Hope shook her head.

"I showed her the bad future…"

Spider-Man remembered everything now, including his trip into the future with clarity and the time that he died, in gruesome detail. "That didn't act as much of a deterrent as you wanted it to, didn't it?"

"Yes…it didn't," Hope said and she looked at the X-Men.

"Stop attacking her, it won't work," Spider-Man said them and the X-Men stopped.

"We….figured that out, but we can't just stand back and let her rewrite the universe," Kurt said, looking like he was full of despair and it was rather sad to look at.

"Just, let me try and talk to her, one more time, before you do anything irrational," Spider-Man said and there was a lot of confusion amongst the X-Men.

"How does he expect to….." Laura whispered but Kitty shook her head. "He has a plan, doesn't he?"

"Yes, he does," Kitty commented with a smile on her face, hoping that this plan would not get him destroyed. She folded her arms against her chest nervously, rolling her shoulders back, and puffing herself out with a lengthy sigh.

They would find out soon, for better or for worse, what he was doing.

"Out of my way," Phoenix said and Spider-Man stood in front of her way. "I know that you've been to the bad future, and whilst I appreciate your efforts, you're fighting the impossible battle, and you know that no matter what you do, you can't win."

"I might think that at my darkest, but I never give up," Spider-Man commented, even though she just hit a little close to home with that shot. It was one right between the ribs, and directly smacking to the heart. "I never give up because….."

"The phrase about great power and great responsibility is becoming a cliché," Jean replied to him, with some of the Phoenix slipping into her voice.

"The thing about clichés is that they are such, because they work," Peter told her and Jean's skepticism danced through her eyes but she didn't really say anything. There was much that was implied though, flashing through her eyes.

"Never give up, do you, but I'm warning you Peter, get out of my way, I have to do this, I have to save them all, I have to prevent that future from happening, and I just have to create a brand new universe…"

"You could move me if you really wanted to," Spider-Man said in a calm voice. "There is still a part of you in there that is…..well that is decent, and knows that what you're doing is wrong but now…"

"This is your last warning," The Phoenix replied, annoyed about how close that he hit to home.

"You know, I don't think that you have the guts to really pull the trigger," Spider-Man said, hoping against all hope that he could call her bluff, because he was fighting a dangerous game staring her down like this.

"MOVE!" the Phoenix yelled, her temper finally getting the better of her and she blasted Spider-Man with a full on blast with the cosmic fire, knocking him down.

Spider-Man crashed onto the ground, completely burned beyond all belief and Jean's eyes snapped open.

* * *

Jean's mouth hung open and she could not believe what she just did, the horror began to flash through her eyes, and she looked down upon Spider-Man, Peter Parker, who was just trying to show her the error in her ways.

"You….you…..I can't believe you did that," Kitty yelled in horror and once again Jean's mind was going completely wide.

'_He wouldn't get out of the way,' _the Phoenix thought once again but there was a sense that even she was trying hard to justify what happened. _'He should have moved, he should have moved, why didn't he move?'_

Jean snapped out of it a little bit, the Phoenix was trying to reconcile what it did.

'_Was it his fault that the world turned into what it was?' _Jean asked looking at her more distorted mirror image.

The Phoenix was truly a broken bird once again and she looked down at the charred form of Peter Parker. Hands were shaking with the cosmic entity once again trying to focus on what she had to do but…after all that, even after all of that, she mentally and utterly cracked.

There were the words that Jean said, reminding the Phoenix of it.

'_You can heal with your powers, just as much as you can hurt,' _Jean thought, but she felt like she was debating with herself.

The fact that the Phoenix was so wild and untamed, was not because of it being some cosmic entity. There was something that she needed to reconcile with her own powers. Gently, Jean descended to the ground, making sure to hover over Peter, his limp body resting on the ground.

"I can't…..I need to, I have to do this, I can help him," Jean whispered, her eyes glowing and she blocked the despair from her body, feeling the power course all the way through her body.

The body was still warm and when there was warmth, there was hope and there was life. All Jean had to do was lock onto him and just try and bring him back into the world of the living. The redhead closed her eyes once again.

"Don't….don't do anything," Hope managed, she could feel the parts of the Phoenix that she remembered, the good parts of the Phoenix. That caused her heart to skip a couple of beats, hammering against her chest and the redhead could feel even more power course through her body the more that Peter was healed.

Peter rose up to his feet and he tried to stagger to his feet, but Kitty and Laura stepped over.

"Be careful, he's still hot," Jean told him and Kitty withdrew her hand but Laura, having no fear thanks to the healing factor, placed her hand on Peter's shoulder.

"She's right, none of you touch him….."

"I didn't die again, did I?" Peter asked and Laura looked at him.

"You did die again," Laura said and Peter shrugged.

"Oh well, I've got…about nine hundred and ninety three more times before I even come close to sniffing Logan's record," Peter said, running his fingers over the back of his neck and he could feel the stiffness flow through the back of his neck but he shook off that thought.

"That's true," Laura told him, biting down on her lip once again, keeping a tight grip around Peter's shoulder as she held him up but that being said, Jean looked at the surrounded X-Men, who stood there along with Lilandra.

"The Phoenix has risen but it has been given new life," Jean replied and she looked at them. "And I need to find who I really am, but I don't think that there's much of a reason to keep you away from your homes, from your lives, now is there?"

There was a moment where they were about ready to protest, but the X-Men and Spider-Man disappeared once again.

"Do not worry about me, for I will find my place in the universe."

She paused, and Scott opened his mouth to say something. His hand still rang from what happened.

"Don't worry, a part of me will always be there. One day you'll understand."

There was a flash of light, with the X-Men and Spider-Man returning to the Xavier Institute.

* * *

"Little dusty, but it was like we never left," Kitty commented, after she took a couple of moments to regain her bearings and look around. The brunette gave a momentary shrug of her shoulder.

"There is no place like home," Hank commented lightly and there were plenty of nods, if that wasn't for sure, they didn't know what in fact was.

"I'll actually sign off on that one."

Peter once again took a step forward, and he shook his head. After all that happened…..well after all that happened it looked like things were finally getting back to what was normal, at least somewhat.

Half of the team needed prompt medical attention and it was understandable. They had been imprisoned and nearly atomized.

"So what happened while we were gone?" Kitty asked and Peter's gaze slowly turned towards her.

"No, wait, let me guess, this falls into the long story category," Alison said, and she could feel a few of her joints become sore. What she wouldn't like was a long hot bath and perhaps some time alone with a good book? Just to relax and let her hair down, in the most literal sense of the word, but that was to come she guessed. The blonde pop star took a couple of steps forward.

"I guess I better fill you in on what happened….."

There was a flip on the television and Peter could see an image flickering on the television screen, with the one and only Norman Osborn appearing before his eyes. At first he thought that he was seeing a re-run but the actual reasoning behind what he saw and it turned his stomach when he saw it.

"Shocking news today, as the rumored of Norman Osborn's demise have been greatly exaggerated, as he has been in Europe for the past three years for reasons of his health and has returned, to reclaim the OsCorp empire and he has made it his mission to clean on New York City and restore it to habitation."

Peter picked up his cell phone and numbly dialed the number.

"Peter?...Peter….where were you?" Gwen asked, there was an equal amount of relief and also some hints of annoyance dancing through her voice.

"Halfway across the universe, it was a long story…..um this might sound stupid, but how long was I gone?"

"Three months, you vanished from the temple, I didn't believe that you were dead, but while you were gone, Osborn returned but that's impossible…Fury wants to talk to you….." Gwen said and Peter sighed.

"Well what are you waiting for, put him on the line," Peter said, wondering what the one eyed wonder of SHIELD had to say to him this morning. He was going to find out, as the man clicked on the line.

"Parker, Osborn says he's back, but we know it's not him, Essex is releasing a powerful entity, and he may have created a clone of Osborn as a means to distract you," Fury replied and once again Spider-Man blinked.

"Why would he distract me?"

"There's….a belief that you might be the only one to take down Apocalypse," Fury said and Spider-Man's eyes snapped open in surprise.

"What….me….are you serious?"

"As a heart attack but you don't have to worry about that right now, if you deal with Sinister, and by deal with him, I mean deal with him…..I know kid, and I don't like it any more than you do, but he poses a danger and if the slave falls in this case, the master could die."

"He's right," Hope whispered, shaking her head. If Osborn was back in control and back from the dead, that wasn't good, in fact that was another hint that the bad future with him or rather his brain waves in charge was coming true.

**To Be Continued. **


	21. Chapter 21: Unlocked

"An entirely new world will be at hand, and I hope that you all do the most with this second chance, just like I've done with mine," Norman Osborn said, excitement filling his voice, and Peter, Gwen, and Kitty watched his speech and they weren't the only one.

Kitty's nose crunched up and there was a real "can you believe this guy?" type look going over her face but the fact of the matter was there were a lot of people who really did believe his act. That was the scary part.

Gwen brought up what she thought was an extremely valid point. "What I want to know is…"

"How he was able to pull of that entire coming back from European when people thought he was dead?" Peter asked suddenly, watching things. He could not help but think about this and wonder how gullible people were.

"SHIELD has no control, so they're giving this new little organization, and giving Osborn power, because giving him power worked so well the last time," Fury said bitingly. He was already an outlaw, what he wouldn't give to put a bullet through Osborn's head?

"Osborn's remains were locked in a SHIELD facility…"

"Which Essex and his men promptly raided," Fury said, seeing Logan and Ororo return once again. "Good to see that we're all back in action, but we need to cut the happy reunion, because this is only the courser."

"What are we dealing with anyway, what is this Apocalypse all about?" Ororo asked and Fury's gaze grew extremely grim before he told her exactly what was on the line.

"He's a dangerous individual, and I can't impress that fact upon you all enough," Fury whispered and they had heard Fury serious before but even more. "Logan, I'm not sure how much you remember of it, but it was, you, I, and the Parkers….."

"Yeah, I remember that, didn't think that shit was going to fall apart, Essex maneuvered a strike but…..he can't let him out without all three keys," Logan said. "What did Parker do with the third key?"

"He didn't tell me, that was right before he went down but he said that it would be somewhere where he couldn't find it, but that doesn't matter, because Essex seems to think that he's locked onto the third key," Fury told them and there was a grim moment between them all. There was no question about it, it was getting to be a dark time.

"You know, I wouldn't know…"

"There's a chance that your father might have given the key to your Aunt and Uncle, hence that's why we're going there right now," Fury said and Spider-Man's eyebrow raised up, his mouth hanging open. He resembled an overgrown cartoon character unable to believe what happened.

"So, you think that Aunt May has the key, and doesn't even know it?" Spider-Man asked.

"Well, your aunt managed to be one of the smarter ones to skip town, so I'm sending a team to go to the house, while we go and meet her…..did you even meet her when you came back from the dead?"

Fury managed to drive home an uncomfortable reminder, and suddenly, they dropped down to the house outside of town. Aunt May was staying with another friend of hers but they weren't the only ones there.

"Looks like Essex had the same idea, there's Sabretooth, and Harpoon," Logan growled, he was hoping to run into Creed one more time, because there was an old score that needed to be settled there.

"Worry about this all later, right now, we've got to focus on…"

"Yeah, I know we got to focus on this, but if Creed causes any trouble," Logan whispered harshly, popping his claws out and ready for action.

That being said, Harpoon saw them. Immediately, Spider-Man popped in behind him and Shadowcat dove behind him.

Grabbing him by the ankles, she pulled him head first into the gate, which caused him to groan in misery, and he was trapped!

"So, it's been a long time since I saw you runt," Sabretooth growled, and he rushed Logan but Logan dodged his attacks.

"Not long enough as far as I'm concerned," Logan said, grabbing his arm and breaking it with a thunderous attack. The mutant pushed him down, not messing around.

Gwen managed to push her way through the door and suddenly she looked around. When her head was ringing and the one and only Vertigo came out from behind him.

"Oh, the old lady, she didn't know anything, but you might….for her sake," Vertigo said and Spider-Man swung in, managing to nail her in the neck with a stinger.

The woman dropped down on the ground and Spider-Man was grabbed around the throat by Blockbuster and slammed him into the wall.

Blockbuster dragged Spider-Man in, where Aunt May was tied up, along with her friend.

"Peter?" Aunt May asked and Blockbuster stood on the back of his neck.

Suddenly Kitty popped down from the ceiling and nailed him with an elbow to the back of the head, before pulling him into the wall. Blockbuster was slammed hard against the wall and down.

"Aunt May, sorry for worrying you to death about my death, but…did my parents give you anything before they died?" Peter asked suddenly.

"I told them, I didn't know," May said, but she wondered if Richard gave Ben something but that secret died with him. "I knew….I knew…but….."

"There's a perfectly good reason why I didn't call you but we got to get you out of here….where is….."

"She's out of town today, visiting friends…."

Suddenly there was a humming sound and Peter could see it concealed in the bathroom, a huge pumpkin bomb.

BOOM!

X-X-X

Spider-Man was rattled once again, the Green Goblin had struck, but he managed to shield Aunt May from the brunt of the explosion. Debris and shrapnel impaled on his back and the web slinger shook his head.

'_Oh this could have sucked if…well it still sucked,' _Spider-Man thought, feeling his back scrapped up.

Logan managed to pull his way through and he bent down.

"Are you alright?" Logan asked and May nodded her head.

She had a few scrapes and bruises, but it could be worse. Gwen moved her way over, helping pull Peter out of the rubble and Ororo helped move Aunt May out.

"So she doesn't know," Fury whispered, he was almost afraid of that, but he figured that might be the case.

"Yes, she doesn't know," Peter confirmed, nearly rubbing his jaw. It was kind of sore but that was just what he had to live with. The web slinger held his head up, rubbing his sore neck and shaking his head.

"We know that Osborn was here….he was leading the charge," Spider-Man said and he closed his eyes, blood trickling down from his mouth. Healing factor or no healing factor, that pretty much sucked something fierce. He looked up.

Something Sinister this way comes, he was almost certain of it and he could see Gwen.

"The good thing is that we know about as much as he does….but the bad thing is….."

Peter finished for her tensely. "We don't really know that much at all."

That was the real problem and Peter could feel like his teeth were gnashing at the attempt to piece this together. Perhaps Richard Parker gave his brother the key for safe keeping like Fury thought and perhaps he didn't. Peter really had no idea and that very fact was tormenting him just a little bit.

'_Okay, what's the deal here anyway?' _Peter thought to himself, shaking his head in amusement and perhaps a little bit of bemusement as well, or at least that's what he thought. Never the less he met Gwen's eyes and the blonde's lips curled into a smile.

"So are you thinking what I'm thinking?" Gwen asked him.

Peter wondered if she was but he decided to spell it out, so there could be no doubt. "Osborn is up to his old games."

"Well yes, he's not the type of person to let things go, after he's been brought back to the grave, and the moment he came back, well the hard on that he got in his pants must have been disgusting," Gwen told her and Peter pulled a face at the very thought of that, nearly swallowing a bit of bile in his throat.

"Um, Gwen, no offense but eww…."

"None taken," Gwen said, leaning her head down to shake it and there were seconds where she wondered what they were going to do. "I think that everything leads to one place."

"So, I guess you are thinking what I'm thinking," Peter said and Gwen's eyebrow raised with a smile crossing her face.

"If you're thinking what I'm thinking, then we should head over to Essex's lab…..I know you want to see whether your Aunt May is okay, so Kitty and I should pop up there, and we'll radio you if you need help….."

"No, Peter, don't worry about me," Aunt May said and they turned around to face the woman who had practically raised Peter. "Sure we had a few scares, and I'll have a few more before it's my time, but the entire world is at stake, not just the life of one old woman, whose time might have long passed."

Peter once again raised his eyebrow.

"What is it that Ben said…..with great power there must also come great responsibility," Aunt May said and despite the fact that Peter questioned that statement for a little bit, there was a second where he could not help but curl his lips into a smile.

"That he did," Peter told her and there was a second. "Are you sure that you're okay?"

Aunt May gave her nephew a stern gaze and she gave him the truth, the whole truth, and nothing but the truth as well. "Peter, I've been taking care of myself long since before you were born, I'll be taking care of myself for a long time to come."

X-X-X

Spider-Man and the Iron Spider arrived at the lab, it had been mostly abandoned. It was foreboding, almost like something out of one of those old time "B" movies. And Peter felt like something was going to come out of the shadows and strangle him.

"Essex isn't here any more, but a hint of where he might be could be," Gwen whispered and she could hear something.

Spider-Man felt a dull buzzing in his head, and he could see a case in the back of the lab. A few of the same genetically altered spiders that had given him his powers still existed, but they had been horrifically mutated, with about three heads and twelve legs some of them. The dried out husks, the corpses of the spiders rested.

That was not really encouraging but there was something else that came from the lab. He didn't even need his spider sense to know how in deep he was.

The doors of the lab cracked open and there were a few spider clones who made their way out. They looked malformed, some of them had multiple arms, some of them had two heads.

"That must be the reject selection," Gwen whispered, she thought that she would be awed by something like this.

"Yeah, but you know….." Spider-Man said but suddenly he saw something land from the rafters, and knock out the spiders. They decomposed immediately and the clone known as Kaine turned around, eyes fixated on Spider-Man.

"So, you're back," Kaine whispered and Spider-Man could not resist coming back on with the usual quip.

"Oh, you're really acting like you missed me," Spider-Man said and Kaine gave him a sharp gaze.

"So, this is a reunion, isn't it?" The Scarlet Spider asked, running interference and slamming a punch right into the side of his enemy's neck, causing him to land on the ground hard.

The deformed spider clones gave a loud grunt.

"Wish they didn't send all of our deformed cousins to it…..you figured out Essex wasn't here, and he left us a surprise."

There was something that Spider-Man felt, and he knew that it wasn't Essex, but there was something else that he could sense. His spider sense was going a million miles a minute and something rattled in the back of his head.

"Spider-Man, you got to focus," Scarlet Spider said when suddenly the doorway of one of the labs blew open.

"We really got to stop meeting like this, Spider-Man," The Green Goblin said, grabbing the web slinger around the neck.

Kaine tried to attack the Green Goblin and finish him off but two of the spider clones grabbed him from behind and pulled him down to the ground. The Scarlet Spider received more of the same punishment, being beaten down.

"You're dead," Spider-Man whispered, blood dripping from his mouth but the Goblin hurled him down to the ground.

"Funny about that, the rumors of my demise, they've been…greatly exaggerated," The Green Goblins said and he managed to hurl fire at him.

The web slinger dodged the next attack, almost getting scorched. The wind was knocked out of him and the goblin bent down, wrapping his hands around his throat, and dragging him up to a standing position.

The Green Goblin whipped Spider-Man around like he was a rubber band and he flew hard into the ground.

The Goblin dropped down onto the ground and choked Spider-Man out once again, nearly stabbing into the throat.

Suddenly, Iron Spider popped up and knocked the Goblin off, sending him flying through a set of windows. She was blasting at him with everything that she had.

Suddenly Kaine pulled back to his feet, pulling back a switch and he could see an entire lab full of genetic clones. Some in various states of growth.

There were an army of Green Goblins and an army of Spider-Men.

"Essex does go for quanity over quality, doesn't he?" Osborn whispered, rushing forward and nailing the web slinger with a huge jab punch right to the chest, knocking the wind completely out of him.

Spider-Man felt his body hurled halfway across the lab, smashing into a stack of tubes.

"Not sure what's in this vial but I'm sure the otopsy will be interesting to find out," The Goblin whispered but a sonic pulse erupted from the Iron Spider's suit.

X-X-X

"You see, the funny thing about it is this," The Green Goblin whispered, shaking his head. "He made a clone of Osborn for the public, to rally them behind a cause, but he's out there given speeches and rallying up support, while I'm causing havoc. But you see, Essex hasn't realized that this plan to bring order, it's doomed to fail….."

More of the clones were dangerously getting close to breaking out. They agreed that whatever they did, they could not let any of them escape and most certainly they could not let any of them escape this lab.

"Just like you're doomed to do this forever, to take me on, over and over again, all the way to the point of repetition, you see Spider-Man, we are two sides of the same coin, two peas in the pod, good cannot exist without evil….."

Spider-Man knocked the Green Goblin back, wondering what the hell was going on. He pounded away at his dangerous enemy, and whipped him into the wall.

"You see, Essex has already won but…..his victory will be as short as yours were," the Green Goblin whispered, wrapping his hand around his throat but suddenly the Iron Spider popped back in, sending a few miniature rockets at the Green Goblin.

The Goblin grimaced with an ugly look etched on his face but he slowly turned to face his adversary. There was a wide smile on his face, terrifying as it might be. One could nearly shiver with what they had seen.

"Again and again, you fail to realize what happened but….."

The Goblin doubled over, there was a gaping wound in his chest. Green blood splattered to the ground and he coughed, his mind nearly going wild from what was happening. That caused Spider-Man to lean in with a whisper in his ear.

"You're losing control, aren't you?"

"I'm not….." the Goblin whispered but it was true, despite his best efforts and his efforts were pretty good, he was in fact losing control to be honest. That being said, he still had a few tricks up his sleeve.

"It's done," Kaine said and suddenly Spider-Man looked over his shoulder, a huge mistake.

The Scarlet Spider flew in and knocked the Goblin back before he attacked him.

"You're not the original, boy," The Green Goblin whispered, wrapping his hands around the Spider's throat but as he was choked, the Scarlet Spider came back with a few cutting words of his own.

"That's fine, neither are you," The Scarlet Spider whispered, his harsh voice dripping with venom and menace, struggling to escape the predicament that he had been placed in. There appeared to be no easy, no easy way out either.

"So what's done?" Spider-Man asked.

"A bomb that should set those clones back to the genetic material they were grown from…..yes this is possible, I do have your brains after all," Kaine told him and Spider-Man turned towards him.

"But someone would be here to activate the bomb…"

"And that someone has to be me…..you see after the battle with Carnage, I was….well I was wounded, therefore I had a short shelf time left, so you've got to do what you can do, go and save the world, someone has to," Kaine said

Spider-Man looked at Kaine and the clone nodded at him. The web slinger really had no choice to do what he had to do and what he had to do was help defeat the Goblin.

The Goblin was impaled on his glider once again, hanging around, still dangerous.

"Well, this is a strange sense of deja-vu, now isn't it?" The Goblin asked, he wasn't upset, he wasn't angered, not really. Rather there was a smile on his face when he tried to pull himself free. Blood dripped down from his mouth when he tried to force himself from the position that he was in.

The Goblin didn't really matter dying and Spider-Man turned to the Scarlet Spider. "Get out of here, all clones are going to be taken out, that means you as well….."

"That means me, yes, got it, far away as possible."

The Green Goblin looked up. "Well, it's been fun, but….you see….in the end, I'll remain in your memories, one of your greatest failures. Just like you failed my son."

Spider-Man grimaced but the Iron Spider grabbed him around the arm and held him back.

"Just go, he's not worth it," she whispered and Spider-Man nodded, slipping back from where he was, and the group exited the room, waiting for the big bang that was to come.

It was an extremely big bang, the lab of the deformed clones went up and blood rained from the sky, literal blood. The trio of spiders watched and waited, and wondered what would happen next.

All of them had a good idea and they knew that they weren't going to like it.

"So now what?" Iron Spider asked and Spider-Man was about ready to open his mouth to prepare for that statement but he closed it immediately.

That was a damn good question, and if he had the answer, it was not really coming to him any time soon. A lump filled his throat when he thought about what he had to do next, once again.

It dawned on him, Essex likely had the final key this whole time, this was a desperate gambit to keep him away from the temple.

X-X-X

Essex stepped forward once again, the blood of two of the people who had sealed the monster would be the final key. It was elegant, he had plenty of Spider-Man's blood, DNA from both Richard and Mary Parker. And to hedge his bets, he also had DNA samples from Fury and Wolverine as well.

So that was going to be a sweet moment if there ever was one.

"Do you have it?"

"This might have been a lot easier if you had told me exactly what was needed," Essex said, trying to keep the critical words out of his voice but that was fleeting and that was failing.

Apocalypse managed to laugh in amusement. "And that would not teach you a lesson that evolution takes time but it's been worth the wait."

The vial of blood from Peter Parker, the one who was rumored to be able to take down Apocalypse, it would be the one that would enable him.

"I sense hesitation from you Essex, don't fail me now, you've come so far, you'll get your just reward," Apocalypse whispered and Essex kneeled before the altar, and his followers stood around him, along with many other robed believers, muttering "All Hail Apocalypse."

He poured the blood on the symbols, which caused them to light up and the gate slowly cracked open, with plenty of light appearing around the area of the gate, nearly blinding him when it shot out in front of him.

There was a loud humming and the chants for Apocalypse got louder. Essex got more excited when he prepared to face his master and gain his just reward

"Welcome back."

**To Be Continued. **


	22. Age of Apocalypse Part One

It was that one moment in time that Nathaniel Essex had been waiting for, quite eagerly in fact. The one moment where Apocalypse would be let free and would be able to roam across the entire world, ravaging all who had stood in his way. There would not be a person who would be able to stand up to the entity, that was one thing that was for sure. The man waited, watched, and crossed his arms, leaning in to see who was about ready to be set free.

Apocalypse stood, loud and proud, large and in charge, his glowing eyes fixated upon Essex and his men. It was extremely terrifying to see what this entity could bring. His sweeping gaze fixed upon them and Essex and his Marauders kneeled down before him.

The man who had brought several to his knees spoke to them in a loud rumbling voice, his tone extremely caustic. "So this is what you brought me when I return to this world?"

Once again, a man other than Essex would have been terrified to see that his master did not approve of what he saw. But this man once again was fearless, brave, bold, and he refused to be intimidated. "Do you, do you not approve of what I have brought before you?"

"You have brought before me nothing of real value," Apocalypse said and his voice was harsh but Essex looked up at him, a challenging glare etched in the madman's eyes.

"I returned you to life, I returned you to prominence, I…"

"You followed instructions that were so simple that even a five year old could not fail with them," Apocalypse corrected him and once again, Essex's burning gaze was locked upon him. The two men locked in a never ending struggle, back and forth, and it seemed like one was bound to break, the question was who. "Do not pat yourself on the back for this achievement, Nathaniel Essex."

Essex once again opened his mouth, he could not believe that his accomplishments had been just swept aside like that. He spent years of research, years of his life, waiting for that one moment in time and now it was all gone. Essex's mouth once again opened and it shut, he could not believe it, because he refused to believe it.

"You can't….you said that you'd give everything that I have coming to me," Essex said, his voice nearly strangling to get these words out, he was almost choking on them and the thunderous laughter of Apocalypse once again was heard.

"I am a man who keeps my promises and my word, even though there are some times where you waver from yours…..I'm sure that you thought that you would never have to deal with the consequences…..your creation of the spiders was a way to create a warrior that could stop me or perhaps a means to control me."

"No, I never, I never sought to do such a thing, please my lord, please master, I never intended to," Essex whispered and the Marauders were paralyzed with fear. Apocalypse swept down with such a commanding presence that they weren't about to defend Essex or anyone from his wrath, lest they become subjected to it.

"Your lies are amusing, and your words are hallow, Nathaniel Essex," Apocalypse said, taking another step forward once again and Essex's eyes narrowed once again, he could not believe this, because he refused to believe it. There was no way that he could and no way that he should…..he shook his head once more. "I perhaps should allow you to live as a slave but you aren't even fit for servitude."

"I have…..I have been nothing but loyal to you…"

"You have been nothing to me and that includes loyal," Apocalypse whispered, almost disgusted by the lack of loyalty that burned into Essex's unworthy and foul eyes, his tongue dripping with many lies, rancid, putrid, he had little use for someone of his abilities. "But perhaps, you do have a use."

Essex could feel a burst of hope that went through his body in an attempt to convince him that this will be okay. "Yes…..of course….."

Essex was transformed into a statue, standing there. He looked as demonic, as crazed as ever, and Apocalypse remained fairly calm when his eyes burned down onto thoses of Essex.

"A use as a monument to those who betray me, and they will all perish," Apocalypse said and he needed Horsemen that would become devoted followers, that would spread the cause. "You do have one….cause that I will retain. Archangel come forth, and show yourself to me."

Warren Worthington the Third stepped forward, his blonde hair now a jet black, his skin a demented shade of purple, his eyes a glowing red, his costume a combination of black and red, along with razor sharp wings, and claws.

"I live to serve you Lord Apocalypse," he whispered, excitement dripping from his voice and Apocalypse smiled at him.

"I understand that you do child, believe me, I understand it perfectly," Apocalypse told him, and he motioned for Archangel to stand. "You are now my Horsemen of Death but we need three more and then…..we have this Spider-Man to deal with."

The word was said by Apocalypse as if it was the most foul, the most disgusting, the most putrid thing to ever pass through a set of lips.

* * *

Spider-Man could see the world was going insane and the most frustrating thing was that there seemed to be no evident way to stop it, at least no evident way that he could see. His hands grew completely numb around him and Gwen walked over to him once again.

"It's going to get worse before it gets better."

Gwen immediately caught how stupid those words were when she said them and suddenly she hitched in a breath, feeling Peter's burning gazed locked onto her. "And yes, I realize that it's pretty damn bad right now."

"I know, and I wish that I could do something about it, but we have no idea what Apocalypse is and the government isn't taking this seriously."

"That's because we burned up enough of their goodwill with the Hobgoblin situation," Fury said, armed with a few weapons but he doubted very much they would do anything against Apocalypse.

That being said, he was dressed to kill and he wasn't going to be put down that easily. The eye of Nick Fury filled with determine and burned with hatred. It was almost horrifying.

"We find Apocalypse, and we hit him with everything, and I'm not exaggerating when I say everything," Fury said, he was more serious than he was before and he could get pretty serious even during the best of times.

"Yeah, we know the drill," Logan said popping around the corner. "I've sent a team to scout that weird pyramid that has come up on the edge of New York…"

"That weird pyramid…news to me," Fury said, he was calling all of the favors that he could but there was one problem that he didn't foresee and that was that he didn't have too many favors left to call.

He guessed that he was going to have to play this one by ear and once again Peter turned around and there was those thoughts of doubt that bubbled into his head. They would bubble into anyone's head in a circumstance like this.

'_It has to come down to me…I've fought some dangerous people before, but this Apocalypse, what is he, is he a god?' _Spider-Man asked and he held up his hands.

"You know, you can be pretty annoying when you pace like that," Kitty answered, taking half of a step forward and joining him. The young man turned around to face the brunette. "It's moment's like this where I wonder….why are we even here? It's a never ending battle….."

"Someone's got to fight it," Peter said, determination flowing through his eyes once more and Kitty's lips curled into a smile.

"Right, someone's got to fight this battle, and you wouldn't have it any other way," Kitty answered him once again and the two of them stood shoulder to shoulder, and they waited for the X-Men team.

Peter realized that she was thinking the same thing that he was. It was weird that ever since his battle with the Phoenix, he had a heightened sense of awareness.

It was weird and if he had more time to really sit down and think about things, he might have really figured out why this was happening. Until that moment though, he was completely and utterly…..well he was stumped.

Hope turned up right next to him.

"I know I'm a bad omen, only showing up when things…..well when things are about ready to suck," Hope said, words failed her, sometimes that happened in moments of high level stress. Her heart kept drumming against her ribcage with a rather solid beat with each other and her fingers flexed with each other.

"Well, we do need all of the help that we can get and….."

"If you say that we need a little Hope, I swear to god, I'll hit you, even if I don't have any powers," Hope said and this cased Kitty and Peter to whirl around.

"No powers, when did this happen?" Kitty asked and Gwen walked back into the picture, rather confused.

"Since I returned to Earth, I feel like I'm a sitting duck, I guess she took the entire Phoenix Force with her," Hope said and Peter, Kitty, and Gwen all exchanged looks of hopelessness and despair with each other.

The Phoenix Force might have been among the only things that could have hoped to put a dent into Apocalypse. Without it, what hope did they have now?

* * *

The Master of Magnetism known as Magneto popped up outside of the Pryamid. Over the past few years, his hatred for humans, while not going away, had softened. Or rather he had focused his hatred on those humans that would oppress the mutant race, as opposed to those who had just been ignorant.

That being said, he could see the temple once again and he showed up. It was erected in the middle of New York City, and he saw the X-Men once again arrive.

"Well, this is a fine little family reunion."

Quicksilver turned up, along with the Scarlet Witch, and the rest of the Avengers were in the house once again.

"Yes it is," Magneto replied and Iron Man turned towards him.

"So, you…"

"Before you open up your mouth Stark and remove all doubt of what kind of fool you are, I'll spell this out for you," Magneto said and there was some amusement from various members of the Avenger. "I am trying to stop Apocalypse just as much as you are…..so you should kindly back off and allow me to do so."

"Relax, relax, we're all here for the same purpose," Iron Man said and his scanner was reading the technology. "Great, this is bad as when Kang was here…"

"That's because he has based his technology off of Kang."

The Avengers turned around and saw Coulson standing there, followed by Black Widow and Hawkeye.

"So, Coulson…..I still see your overly large gun fetish is intact," Iron Man said, trying to keep his tone and voice as casual as possible, even though said gun was in fact overly large and out there.

"That's not the point Iron Man, the point is that Apocalypse is taking over more cities and he has his Horsemen….."

"Is that one of them?" Iron Man asked, seeing the thing that was hovering above the top of their heads, threatening to take a huge bite out of them. His eyes glowed with fury and malice and the armored Avenger looked at it like, well he looked at it like it was about ready to dive bomb at them all.

"That's…..it's Warren," Ororo whispered, seeing one of the X-Men. He had left the team when his wings were damaged in the battle with Osborn.

"It was Warren," Bobby said and he could not believe that his fellow original five member was turned into something like that. Between that, Jean, and Scott becoming the resident Mayor of Emoville, he didn't really know what to make out of a lot of this.

"We got to talk him down, somehow," Ororo said, nervously biting down on her lip to the point where she left an impression on it.

"They've given him metal wings, this should make it all that much the easier," Magneto said, raising his hand up and causing Warren to rattle.

The Archangel dove bomb at them, trying to take them out. The Master of Magnetism put up a barrier once again and the Archangel dove at him.

"Yes, come Archangel, bring them to me, bring me my Horsemen…"

"What's he babbling about?" Wanda asked and the Hulk shook his head.

"Don't care, sooner we shut him up, the better it will be," Hulk grunted, raising his hands and clapping to emit a sonic burst and hopefully bring the Archangel down to the ground and clip his wings.

The Archangel nearly plowed into the ground but suddenly he got up, waving his hand.

Stone statues began to march in and Thor raised his hammer once again.

"This Apocalypse fashions himself as a god, but I will show him what a god truly is," Thor said, whirling the hammer around and bringing the heat to his enemy.

Thor brought the hammer down with a thunderous slam once again and he rocked him once again.

Magneto waved his hand, sending the jagged metal daggers that Archangel shot at them forward but the man used his wings to block the assault, his wicked grin getting even more wicked when he peered down at them through the most beady eyes possible.

"You're not the one that the master wants, she is."

"Wanda!" Pietro yelled suddenly and Archangel stabbed Wanda with his talons which blocked her powers.

"NO!" Magneto yelled, trying to rush forward but a large force field popped up around him and blocked his way from getting there. It seemed like the more that he tried to struggle, the more that he could.

"I have brought you your Horsemen, master, what about the rest?" Archangel asked but suddenly a huge wind and hail storm kicked up.

"Warren, listen, this isn't like you….."

"It's me now," Warren whispered extremely harshly, the blood lust dripping from his lips when he peered down at his former friends and allies.

* * *

"The end is coming," Nick Fury whispered, he had a feeling that there was an all hands on deck. "You got to get the small fish and it will get the big one's attention."

"Something tells me that Apocalypse is spreading his attention all over the world," Spider-Man said and Fury's one eye locked onto Spider-Man's. He could feel as if he was getting x-rayed.

"Which might mean that there's an advantage there for us," Fury said and Spider-Man held his mouth open, wondering what Fury was talking about. "Just watch closely, kid."

Spider-Man really hoped that Fury was right because if he wasn't things would get extremely ugly really quickly. The web slinger closed his eyes and prepared to go forward, for better or for worse, he was going to do this.

And if it was for worse, then so be it. He had done a lot and he wasn't about to crawl underneath a hole and die.

"If he has Wanda though…"

"I don't want to even think about that," Fury replied, cutting off Kitty's words. The truth was that despite the fact that he didn't want to think what could happen if a female with unprecedented power went completely and absolutely nuts, he did think about that and the fact terrified it.

Spider-Man agreed, he didn't want to think of it, but the statues leading to the temple were foreboding. While his spider sense didn't go off, he kept walking and much to his surprise, Hope stood by his side.

"Without your powers, don't you feel like a sitting duck out here?" Spider-Man asked and Hope's gaze averted towards him, with Gwen following him, and Kitty going behind them, and there were heroes spreading out through the city, Fantastic Four, the Avengers, and various X-Men, it was some kind of super hero reunion.

"You know, I was never one to back down, even when things were rough," Hope said, her arms folded together and determination flickered through her eyes. It was really scary how set and determined that she could get when she put her mind to it and she was putting her mind to a lot right now.

"Okay, fair enough," Spider-Man replied, he could see how fearless that she looked and it was inspiring. And if he was inspired, that meant that they could really do this.

"Besides, as a wise man once said…"

"With great power, there must also come great responsibility," Spider-Man said, he couldn't help but think that those dying words from Uncle Ben had become some kind of madness mantra to keep pushing himself forward, to the point where most people would have just thrown in the towel and given up, in fact past that point.

Spider-Man stood up and Hope offered him one last word that she hoped would inspire him, just like he had inspired her.

"Like it or not, when we see people like you, who lead by example, that's…well that inspires ordinary people to do extraordinary things and even those without great power, should also exercise the greatest responsibility."

"So are we done with this motivational speech or are we going to do this?" Fury hoped and Hope's eyes flashed towards him, her head shaking in bemusement.

One thing she'd have to say about Nick Fury was that he always knew when to take a moment and kill it dead.

* * *

Apocalypse sat upon the temple that he decided to hold court for, Essex might have been a spineless worm but the man had his uses and those uses allowed him to accomplish a lot out there.

That being said there was more resistance that he planned. Each single generation had its heroes, that was something that Apocalypse expected and almost welcomed. One could not evolve properly without the challenges but this latest generation of heroes became more dangerous than the one before it.

"Apocalypse, Spider-Man approaches," Norman Osborn whispered, walking up towards him and he kneeled before him.

"Norman Osborn, do not worry, I am well aware of the movements of that particular hero, but do not worry, he is not a threat to me, or to my plans," Apocalypse commented, his tone stiff and very swift.

Once again, Osborn's mouth opened, it looked like he was seconds away from protesting something, but he managed to keep his mouth completely shut despite the circumstances.

"If you think so…"

"I do not think so, I know so," Apocalypse replied to him. "You have your role to play, you have done much and I have kept you on because your genius is something that I acquire. You were what Essex could have been, if he had not gotten blinded."

"Yes, I know," Osborn told him, his arrogance bubbling through the surface. "But I stand here…"

"Your son is dead at the hands of Spider-Man, just like he tried to kill you, but I have the power to bring him back and bring Spider-Man to his knees," Apocalypse whispered, harshness dripping from his voice when he looked at Osborn.

"Nothing like this comes cheap, it always comes with a price," Osborn said, reluctant to make the day.

Apocalypse's laughter grew in prominence. "Ever the businessman, aren't we, Norman Osborn?"

Osborn didn't say anything but Apocalypse was fine with that. He could tell that the man was calculating and there were two men who walked forward.

"Are my other Horsemen ready?" Apocalypse asked and one of the hooded men looked up from his kneeling position.

"The Scarlet Witch is fighting the transference process, her will is strong…"

"Which means it will be more satisfying to bend it, but tell me, what is your progress in capturing the Guardian of the Phoenix Force?" Apocalypse asked. If he was able to obtain the Phoenix Force, he would be invincible and he would be able to remake the universe into anything he wished, with a mere thought. He would have hit the ultimate pinnacle and would have evolved to his greatest extent.

"The one known as Hope lost touch with the Phoenix Force…"

Apocalypse was not happy regarding this fact and his men backed off, terror flashing through their eyes that they had done something to offend their great leader. They were muttering, whispering, trying not to lose their sense and more importantly their heads.

"I see," Apocalypse commented, once again staring them down again and he lifted his men off of the ground and ripped them to shreds.

Their inability to locate the guardian of the Phoenix Force and bring them before him, it was disheartening.

Osborn watched as the awesome power of Apocalypse ripped them to shreds once again. He would have to time his ultimate seizing of power wisely because if he had one misstep it would be over.

Apocalypse meanwhile grew rigid and his ear turned, a wide and wicked smile spreading across his face.

"Spider-Man draws closer, I will see what makes him so special, but I have my own spider powered assassin to go after him."

The brainwashed Kaine stepped into the scene, about ready to attack.

**To Be Continued. **


	23. Age of Apocalypse Part Two

Nick Fury cocked the weapon that he had, he was ready and able to go. He knew Apocalypse and knew that the man would not come out and face them, at least not until the meat had been tenderized a little bit.

'_Typical, after all of this time, he hasn't changed.'_

"Yes, Nick Fury, much to my disappointment, things have not changed," Apocalypse said, his voice thundering from above and the party at the foot of the pyramid looking up. "The world has grown weaker, those who cannot evolve have been sheltered, but soon the universe will be remade and only the strong survive."

"And yet, you hide behind your lackies, I wonder what that makes you," Iron Spider said and Apocalypse laughed.

"Child, you really have no idea who you are speaking to….."

"Yeah, I do," Iron Spider spat back, she refused to be cowed into submission by this individual and Spider-Man, Shadowcat, and Hope looked at her, wondering if she had lost her mind or was there a plan.

"You're going to bring Apocalypse out here," Hope whispered but then she opened her mouth and nodded, with the knowing look on Gwen's face.

"Spider-Man is the one that I want and the one that I will deal with, when the time is right," Apocalypse stated with a smile.

"Yeah, well procrastination is a very annoying trait, maybe you should evolve that," Spider-Man said in amusement but there was a long pause as Apocalypse's anger flared up a slight bit.

"You do not think that I'm evolved, well let me show you what I'm capable of, for I will bring the Angel of Death down upon you," Apocalypse whispered, a harsh tone to his voice. "And soon my Horsemen will destroy whatever resistance you have and the world will learn to tremble before Apocalypse….."

Spider sense went off and the web slinger dodged, with Archangel circling around them with a crazed expression on his face.

"Warren, you need to snap out of it, this isn't like you," Iceman said, raising his hand in the air and trying to take the man's wings out with a burst of ice but Archangel dove down to the ground and nearly took him down to the ground.

"It isn't like him, but it isn't him anymore," Hope said grimly and Fury clicked the gun.

"Time to treat him like any other enemy," Fury whispered, shooting the weapon at Archangel but he dodged it.

Spider-Man turned around and saw a hex bolt go through him. The web slinger ducked his head and did a forward roll on the ground, and looked at Wanda.

"Wanda?" Spider-Man asked and Pietro showed up suddenly by his side, looking at his twin, his mouth hanging open.

His feet tangled together in an attempt to stand on his own two feet, and his arms swung around in every single direction and he slammed down onto the ground, ass over tea kettle when he landed on the ground hard. He groaned as he tried to roll over.

"So I only see two Horsemen, where's the other two?" Iron Spider asked and Kitty tried to grab Wanda but she was blasted and stuck in the ground, sinking lower, lower, and lower as she screamed at the top of her lungs.

"I don't know, but we've got some bigger problems now, don't we?" Spider-Man asked, engaging in a battle with the Scarlet Witch. Both of them were going back and forth with each other in a struggle.

A struggle that didn't really end too favorable for Spider-Man, and he landed on the ground with a sickening thud, his back cracking when he did.

Suddenly he looked up and saw a familiar figure in the shadows, imposing when he looked over him.

"Kaine?" Spider-Man asked, unable to believe what he saw. He assumed that Kaine was killed in the explosion but it looked like that the reports of his death had been greatly exaggerated.

The imposing figure rushed forward and grabbed Spider-Man around the throat, throttling him down to his knees. The web slinger gasped when the hand of Kaine was around his throat.

The Scarlet Spider dropped down on the back of Kaine's head, but he was whipped back.

"He's mindless, nothing going on, a puppet that Apocalypse has propped up," Hope whispered, she had gotten a couple of flashes of mental energy through the back of her head but nothing much.

The Scarlet Witch tried to bind her once again but Hope dodged it, and suddenly, Wanda was knocked back with a gust of wind, dropping down onto the ground.

"Okay, I hope this works," Iron Man said, dropping down from the ground, and forcing a restraining collar on Wanda. In case her powers got out of control, they developed that collar for her.

Wanda was sedated, at least for now but there were other problems that were happening.

* * *

'_You have to focus Spider-Man, you have a mission to do, and you can't worry about your failures, but rather focus on your successes,' _a voice in Spider-Man's head said, echoing in the back of his mind.

'_Success, focus, right, right, power, responsibility, but….Jean is that you?' _Spider-Man asked, he was confused.

'_Partially yes, but not completely,' _Jean thought and Spider-Man's mouth hung open. _'Rather, I am…..the guidance that you need to help you accomplish a victory.'_

Spider-Man looked up at the temple and he wondered what was going on. His mind was ringing and his heart drummed against his chest. The demon in his past was above him and he could see Norman Osborn standing above him, watching down at him.

Kaine rushed Spider-Man from behind, but his heightened awareness caused the clone's punch to be avoided.

The dark side of Spider-Man continued to swing wildly at him but Spider-Man dodged these attacks again and again, his heart kicking up a beat as it beat even more wildly across his chest. He had to avoid being hit, closer, but not far enough.

"You will fail like you always do, when your back is against the wall, just like you failed me, just like you failed my son, and just like you failed your Uncle Ben, and Captain Stacy," Norman whispered and suddenly Kaine grabbed Spider-Man from behind.

"No, no, I didn't fail them…."

Spider-Man shook his head, now was not the time to lose his senses, he had to power on through and he had to fight them off.

What kind of hero would he be if he just gave up right now? Not a really good one that was for sure.

That being said, the young spider themed hero used his spider strength to over power Kaine and knock him right into the wall, causing his head to crack against it.

"You are the embodiment of the demons in my mind but I will not, nor will I ever allow you to get the better of me," Spider-Man said, his eyes flashing with power and he pushed himself up, about to crawl up the wall to face Norman Osborn but Archangel plowed him into the ground.

"You should have kept your eye on the ball, it's a lesson that you should have learned, a pity, I thought of you like a son," Norman said, inclining his head and shaking it.

"Well, given that your son didn't think too much of you, that wasn't too much of a compliment, Spider-Man said and he stabbed Warren in the side of the neck. The Archangel backed off suddenly, and Iron Spider knocked him off, causing him to bounce against the wall.

"Rogue, see if you can give him a little relief," Gwen said, hoping that this would work and be just enough to snap him out of this.

"Just enough to snap him out of it then," Rogue said, gearing herself up for something that might very be a mistake but she really had to try. There was a lot on the line and she dove at Archangel, trying to grab him around the neck and snap him out of it.

Archangel flung her off once again, he was not to be taken down that easily, but there was two lines of webbing that shot out and held him.

Kaine once again got to his feet but Laura jumped out in front of him.

"I don't think so, you have a stronger will than this, now snap out of it, like I did," Laura said, and she stabbed him with the claws.

Rogue grabbed Warren around the neck and tried to absorb the power from him but she was knocked back.

"You didn't think that it would be that easy, did it?" Apocalypse thundered from above and Spider-Man launched himself up.

"None of us did, but did you?" Spider-Man asked, bouncing off of a field that blocked his entry.

He felt that he was so close and now the rug was pulled out underneath him with a snap. The web slinger couldn't believe it but it was true. His breath heightened when he looked out and the humming got even louder.

"You have failed," Osborn said and Spider-Man turned towards him.

"You know, your time has passed a long time ago, you should be nothing like a memory."

"I have beaten death, don't you see?" Osborn asked with a smile on his face and Spider-Man knocked Osborn from his pedestal, causing him to fly down to the ground.

It wasn't over yet, Osborn's body degenerated, into its pure goblin state before it hit the ground.

"And now you're going to see it, the ultimate evolution of Norman Osborn."

* * *

Apocalypse was intrigued in many ways, the fact of the matter was that his forces were depleting on the ground and they were getting closer to finding a way to break through. Despite all conventional wisdom, they were finding a way through.

To be the strongest of the weak was not exactly an admirable accomplishment but perhaps he had misjudged these heroes.

"We shall see," he whispered harshly, he wasn't about ready to give up his position all that easy. His Horsemen were falling one at a time but the plan that he wished to enact after a thousand year stronger was nearly at hand.

Once again, the longer that he lived, the stronger that he felt. It was that Survival of the Fittest motif that ruled him for this long and would continue to rule him. With each passing setback, he gained more knowledge and this would be the end.

This would be it, it would be over for all of them. Apocalypse sat at the edge of the gate, awaiting what was going to come next, and the wicked twisted smirk that went over his face was mortifying to say the very least.

But there was one hero that everything kept going back to. At first, he didn't seem to be that remarkable, only a child of opportunity. In fact, if he had not had information that told him differently, Apocalypse would have assumed that he was just an insect that would need to be taken down swiftly and wouldn't even be worth such direct attention.

That being said there was something about him, something that was stronger than what he thought it was initially. Apocalypse waited to see what would happen next but right now he was locked in a fight with the goblin.

But rather one could argue that he was locked in a fight with a demon, thus being his own personal demons. Apocalypse shifted his arms over himself once again and recalled that moment where he been defeated.

Then there was Nick Fury, a persistent enough thorn in his side, someone who would retard the cause for evolution, him and SHIELD. They protected the world from the secrets that they should have known.

Secrets that would come out on the open if Apocalypse had his way.

He looked at the statue of Essex that stood there, immobile and motionless. To be honest, he was the individual that brought such things upon himself, and he likely planned to betray Apocalypse in due time.

Apocalypse tapped his foot once again on the ground and he could see the Pryamids charge up. The fact that the humans attempted to cut their way through them was both an annoyance and amusement.

"No weapon on Earth could penetrate this," Apocalypse said and he closed his eyes, his body wasn't completely to its full potential right now, which was why that he required the Phoenix Force to stabilize himself.

It was close, even though his followers informed him that the vessel had been lost. He disagreed with that fact and he would find her and he would bring her before him.

Soon the power of Apocalypse would be fully realized and the world would tremble beneath his feet.

* * *

Spider-Man really hoped never to have to deal with the Green Goblin. The time where he thought that he would have to deal with this particular creature seemed to pass a long time again and now the beady little eyes of the Goblin peered down at him.

"Do you see what you see Spider-Man, do you feel what I feel?" The Green Goblin whispered, excitement spilling into his voice in a matter of moments and Spider-Man turned to face him. The enemy was crazed to say the very least and Spider-Man really did wonder what he was dealing with. "Do you understand the power that you are going up against?"

"Yes, and I understand the ego that I'm going up against as well."

Spider-Man understood one than now more than ever before, he had to get past the Green Goblin to get to Apocalypse. He was the guardian of the gateway. Osborn's true form looked out after him.

"We can do this all night Spider-Man, you know it and I know it," Osborn whispered and he raised his hand, sending a scorching fireball towards Spider-Man but the web slinger tucked his head, ducked it and launched himself down onto the ground.

Spider-Man knew that they could to his all night and that was the fact that scared him. The Goblin was not the type of person who would let up.

'_Okay focus on beating him, because he is the gateway to Apocalypse,' _Spider-Man thought to himself and now it was time. He launched himself up like a demented rubber ball and knocked the Goblin off balance.

The tangling of limbs and the brutality of this battle increased with each passing second, and both of them were struggling to keep their heads down.

"Time to say good night, Peter…."

Spider-Man webbed onto a pillar once again and managed to use the Goblin's own momentum against him.

He thought that he died and that would be the third time in three months, but adrenaline would not fade. He would not go down, not without a fight at all. The web slinger pulled himself up to a standing position and braced himself for the next battle.

The Goblin leered down upon him that crazed look in his eyes, the same look that would cause anyone with any sense to run for the hills. The web slinger had not been someone who had been gifted with any sense however and he looked up to face the Green Goblin, he was ready, for better or for worse, he was ready.

The web slinger popped up once again, and with determination, he went right after the Green Goblin.

"You don't get it, do you?" Goblin asked, trying to punch Spider-Man in the stomach.

"No, you don't get it, you've outlived your welcome, you've overstayed it, and you're keeping me from saving the world, by your ability to cling onto life…"

"You don't think outside of the box, you don't have an imagination," The Goblin taunted and he once again punched Spider-Man in the chest, doubling him over. The web slinger could feel that blood began to spill from his mouth when he started to punch him over and other again but his adrenaline and his determination were two things that would not be stopped.

He headbutted the Green Goblin and knocked him right through one of the temples. The spear of the guard protruded outwards, with Spider-Man running the Goblin back first into it, slicing up his internal organs.

Spider-Man stumbled down and nearly crashed down hard. The Green Goblin was hanging from the spear, and his body slow decomposed right before his very eyes. He was melting.

Now Spider-Man closed his eyes, and Hope climbed her way up before him, as there was more fighting on the ground.

"Apocalypse has stirred up a lot more than a few Horsemen," Hope warned Spider-Man and suddenly, Spider-Man looked at her.

"We're getting inside."

She shuddered at how forced and determined his voice sounded but never the less, the redhead shook her head with a smile on her face. To say that she was with him one hundred percent would be putting things mildly but yes, she was with him, one hundred percent of the way.

* * *

Apocalypse waited for what would come next, but he sensed that they were going to come to him.

That was one thing that varied little with all heroes, no matter what the time was. They always found a way to come to him.

There was a large crack in the entrance, the gate was being forced open and Apocalypse looked around, seeing the web head crash on through the gates.

He could see the man himself, along with the one who once held the vessel to the Phoenix Force.

"What I have here is a mere insect, and also a girl who has lost her powers, this is really the best that they had to send against me."

"Maybe it wasn't, but it's going to be what takes you down for once and for all," Spider-Man said.

"You stand aside for evolution, or you will be destroyed by it."

"Given your barbaric mindset, I'm not sure you're the one who should be talking about evolution here, pal," Spider-Man replied and Apocalypse's voice rumbled, and Spider-Man wondered if he could have taken this one step too far.

"You dare mock Apocalypse!"

"Well, it isn't very hard to do if you keep talking like that," Spider-Man shaking his head. When the super villains thought a lot about themselves, well it was rather hard not to mock them.

It also was used as a coping mechanism because quite frankly he was scared that his best was not good enough.

"You are hiding beneath a false bravado but I can see what is truly in your eyes right now and that is you know that despite all that you've done, you will fail," Apocalypse said and once again he stood like an immobile statue with his arms crossed and Spider-Man looked up at him.

Bluff was called, but Spider-Man wondered how much of a fighter Apocalypse was. All he had done so far was send out minions.

"So are we going to stand here and do this, or are we going to just keep exercising our gums?" Spider-Man asked, he was not going to go down without a fight.

"You wish to fight, then so be it, you will be crushed like the annoying insect that you are," Apocalypse thundered and Spider-Man once again could see that particular individual moving towards him.

It was time to act and Spider-Man attacked him.

He repelled against Apocalypse, he didn't even come close to landing one hit on him. It was like sending spitballs against a battleship. The thought was there but the abilities was not.

Spider-Man could feel a ringing in his head and he could see Apocalypse descend down upon him.

"You thought that would really work, I guess that I should be amused, but to be honest, I am more offended than anything," Apocalypse rumbled and once again, Spider-Man tried to kick him.

Nothing.

"Perhaps I should put you out of your misery, while you still retain some degree of dignity," Apocalypse whispered, raising his hand up into the air hard, ready to lower the boom on Spider-Man. Any second now, he would be taken out.

Hope knew what was going to happen and this could have been the thing that would start the circle.

She was going to do something that was desperate.

If she had one drop of power left in her, she could maybe damage him.

Hope dove in front of Apocalypse, and the hideous abomination of evil struck Hope hard.

Her energy contorted in the air before them both and Spider-Man looked up, his mouth hanging wide open as he continued to watch what was happening around them. He could not, no he could not.

"HOPE!"

Spider-Man yelled this out but the redhead disappeared into ash and Apocalypse stepped down, to face Spider-Man.

"Don't worry, Spider-Man, you're next," Apocalypse said and once again, the web slinger went up against Big A, wondering if this was his final curtain.

**To Be Continued. **


	24. Age of Apocalyse Part Three

"This is the end for you, Spider-Man."

Spider-Man once again looked at Apocalypse, and he thought that he talked a lot, but then again, that was a lot of villains, they talked a little bit too much, when they should have just got it over with. The sadistic bruiser lifted his hands into the air and prepared to blast Spider-Man straight into oblivion.

He wanted to move but his knees were like jelly and Apocalypse might have been a little bit quicker.

Apocalypse's blast struck the edge of the field where Spider-Man stood and he waited in triumph for him to succeed in taking down the web slinger but there was nothing there, for Spider-Man still stood there.

Spider-Man still stood, remaining taller than ever and Apocalypse blinked once again.

'_Huh,' _Spider-Man thought once again and his body was coursing with an unprecedented warmth.

'_I would not let any harm come to you, especially after all of the trouble I took in bringing you back from the dead.'_

Spider-Man shook his head once again, his head was throbbing and his body was….glowing, well that was certainly something, and he wasn't sure if it was a good something. One thing was for sure, Apocalypse looked rather rattled when he stared down at Spider-Man.

"How can this be, how can this be?" Apocalypse muttered underneath his breath and Spider-Man saw that the big man himself was confused. This confusion presented an opportunity where he could strike.

Coming out from underneath the platform, Spider-Man knocked it out from underneath him, and Apocalypse dropped down once again. He landed on his feet.

"You think that method to defeat me would work a second time," Apocalypse whispered and Spider-Man rushed him once again but Apocalypse dodged the attack once more, with the web head dropping down to the ground.

"You fear what could happen if there is someone stronger than you, but what happens when you get so strong that you can't evolve any more?" Spider-Man asked and Apocalypse was stopped cold by that question and the menace stared down. "I'm just saying, eventually something has to give but what…"

The ground beneath Apocalypse and Spider-Man blew up, with Spider-Man able to run up the debris. Apocalypse on the other hand wasn't so lucky, rather he landed onto the ground and crashed really hard onto the ground.

Apocalypse rolled over once again, and grumbled, before Spider-Man dropped down next to him, and shot several lines of webbing at him, before slamming him right into the wall once again.

"I figured that you could use some back up," Iron Spider said and Spider-Man smiled.

"That's the good thing, Gwen, no matter what, you're always there for me," Spider-Man said but Apocalypse burst out.

"Yeah, we can cut the sentimental moment, because Big A, he still wants to dance," Gwen said, hitching in the breath that he had and sure enough, the thunderous explosion of Apocalypse diving at them was terrifying.

Spider-Man dodged once again and jumped on his back, before he delivered a precision strike to the back of his neck. Whatever he did, he wounded him, he found a weakness, so Spider-Man was going to do what anyone in his position would do, he kept striking it again and again, until Apocalypse frailed his arms around.

"Okay, its time to get off this ride!" Spider-Man yelled, and he landed on his feet, tucking his head, and rolling to the ground.

Iron Spider was knocked to the side by Apocalypse but Spider-Man's eyes glowed.

'_Okay, if I have this great power, I better use it,' _Spider-Man thought to himself once again and he closed his eyes.

He could feel everything around him, the entire universe, line little web lines going around his body. It was alarming to see what he could feel but what was going on around him, it was amazing, it was spectacular, it was sensational, it was everything, and Spider-Man couldn't have enough.

The web slinger popped off a huge roundhouse punch and send Apocalypse flying backwards once again.

"You dare put your hands on me…"

Spider-Man was looking for something to contain him, he had been defeated on this ship once before, the very same thing that brought him here, brought him life, had to do with his demise.

"You have it," Apocalypse whispered and Spider-Man felt a bit of fear course down his spine, and the sudden realization hit Big A of what he had. "You, of all people, you have been gifted the Phoenix Force."

Spider-Man could see Apocalypse's attention on him, yes Spider-Man had been gifted this great power, but he had no idea how to really use it.

'_Just focus, and except your surroundings,' _the voice whispered urgently.

And with that, the universe seemed to blow up around Spider-Man from where he stood.

* * *

'_Oh, great Parker, way to screw this one up, I think you might have actually done it now, I think you might have actually destroyed the universe, good going that one,' _Spider-Man thought but the bright light appeared around him and the Phoenix looked at him, the flaming fire surrounding the cosmic bird.

"Okay, we're going to have to work together, to do this, and no blowing up star systems this time, because the mess to clean up afterwards is killer," Spider-Man said, trying to lighten the mood and once again he returned back to life.

"Again, you try and attack me," Apocalypse yelled, with Logan diving at him once again.

"Get used to it, bub, because I'm going to keep coming at you, until I can't even breath," Logan said, rearing back his claws and slamming them right into Apocalypse's guts, doubling him over. The menace grimaced, nearly dropping down to one knee once again before he knocked out Logan.

"Great, keep it up, he's not this entity that we should fear, he's a man, and…"

Fury was knocked off of his feet and Apocalypse looked at the injuries that he sustained, breathing heavily.

"What does not kill me, makes me stronger, surely you have seen that?"

"Once again, you say that, but I've learned by now not to hold much stock by what you say, rather I hold a lot of stock by what you do, and I haven't really seen you do all that much to be honest," Fury said, once again loading the gun and preparing to fire, preparing to take down Apocalypse with one huge and amazing shot.

The impact of the gun nailing him full on was horrifying and it would have caused a normal man to fall and fall flat, but Apocalypse was not a normal man, in fact, he was something that defied all comprehension and he stood there, his eyes glowing.

"Once again, you assume that you can stop me but I can assure you that there is no way to stop me, you are finished," Apocalypse whispered once again and suddenly more X-Men and Avengers made their way inside.

The pyramid was being overrun but Spider-Man needed to find something, anything to secure Apocalypse and stop this from happening.

He didn't know exactly what he was doing, how he was going to pull it off but he knew one thing and that was that he was running out of time.

Actually he was doing more than running out of time, he was almost out of time. Apocalypse was rather tricky in that sense of the world for sure, and Spider-Man did all that he could once again.

'_He has a single minded focus now, it's on you, and it's on the Phoenix Force,' _the voice in Spider-Man's head whispered.

'_It….'_

'_Use that against him, and make sure that he suffer for his arrogance and for his need to acquire something that he should not hold,' _the Phoenix whispered once again and Spider-Man could see what she was implying.

Apocalypse had Nick Fury based up against the wall, and he was about to finish him off, but suddenly, he exploded.

"Of course it's an LMD, what did you expect that Fury would have willingly walked in here without a plan?" Iron Man asked and he delivered a containment field that should have held a very powerful being.

Most unfortunately, Apocalypse just punched through the containment field like it was tissue paper once again.

"You have done enough, you will all kneel before him, you will all bow before the Might of Apocalypse!"

"HULK DOES NOT KNEEL BEFORE BLUE MAN! HULK SMASHES!

Hulk nailed him with a huge punch and rocked him through the floor, both of them going down and going down hard.

"And that's going to leave a mark," Iron Spider whispered and she turned to her fellow arachnid themed hero. "Are you okay?"

She snapped her fingers and Spider-Man shook his head, bringing himself back into life.

"Oh yeah, yeah, I…..I think that I know what to do now," Spider-Man said and there was a lot of frustration that coursed through his body once again but he felt the world around him and if Apocalypse had any say in the matter, the world was about to change.

Spider-Man wouldn't allow that to happen, not if he could help it.

* * *

Apocalypse had a two fold plan that he was going to prepare to enact the moment that he had the time. The first part of the plan was that he was going to turn all humans into mutants, and then he was going to absorb the power of all of the mutants that defied him, by turning them into stone. The thunderous figure of Apocalypse made his way up, the gateway was almost ready, and soon the entire world would tremble before his might.

Once again, Spider-Man popped up right next to him and the figure's eyes narrowed once again and he looked back at him.

"This is getting rather tiring, Spider-Man," Apocalypse thundered and Spider-Man shook his head, amusement flashing through his eyes.

"I could really say the same thing about you, Apocalypse, how it seems like no matter what I do, you keep coming back, and fighting, it's getting really, really…..well you know what it's getting like," Spider-Man replied once again, staring him down with fury dancing in his eyes.

He was one with the force, with the Phoenix Force.

"You cannot stop me, the power will…"

Spider-Man swung back his fist once more and nailed Apocalypse with a thunderous blow, knocking the man back hard. The web slinger could feel his arm crack when he nailed Apocalypse.

He could see the computer blink to life, and it was a language that he didn't know, once again, he blinked, it was a language that he really didn't know.

Or maybe a language that he didn't seem to know but the more that he looked it over, the more that he realized that…..he saw everything around him, it was becoming more clear now than ever before.

He was going to change them all to mutants and use their power to increase his.

'_Not on my watch,' _Spider-Man said, making sure his jaw remained set when he looked at the the computer but Apocalypse send him flying.

"You will not stand aside for….."

Spider-Man could see something beside him, a pod of some sort, and the energies that were surrounding it were strong.

Strong enough to hold Apocalypse?

Only time will tell if that was the case but Spider-Man really had to try. Time was running out, the clock was ticking down around him.

Tick-tock, tick-tock, tick-tock, it was getting closer to running down once again and he reared his hand back once again.

'_If you were with me, stay with me right now, and let us do this,' _Spider-Man thought, his heart beating even faster.

Apocalypse was knocked down but the force bound Spider-Man.

"You have a power that you are not able to handle, you don't even understand it, and you are too pathetic to do what needs to be done."

Spider-Man was not going to be killed, but he was going to be lectured by the super villain. Well he was going to be killed, but he half opened that the super villain would have skipped the entire lecturing the hero part and just gone straight on to the killing the hero part because it was nearly frustrated to hear his voice.

"The Phoenix Force, it's mine now!" Apocalypse whispered and he grabbed onto it.

Spider-Man could feel the very life blood of the universe being pulled from him, and all of his nerve endings were on fire.

Apocalypse thought that he could control the Phoenix Force, but the Phoenix chose who she helped and who she inhabitated, and it was not going to be him.

"You seem to have me confused with something that you can control," the Phoenix said, using Spider-Man's mouth to voice her message.

Spider-Man shook his head, to hear Jean's voice coming out of his mouth, well unsettling didn't even begin to cover what he felt to be honest. The web slinger shivered a little bit more and Apocalypse once again gave a thundering bellow.

'_Three, two, one,' _Spider-Man thought, waiting to see what would happen next.

"You will not deny me, you will not deny me…"

Suddenly, Spider-Man broke free of the restraints once again, and the machine was about ready to fire up.

He had only seconds to disable both the machine and Apocalypse, time was running out.

Spider-Man rammed Apocalypse's arm into the machine and the energy pulse hit him once again. His body absorbed the energy that would have been sent out, converting all humans into mutants, killing the weak, and turning all mutants into stone!

Apocalypse, being the most evolved mutant of them all, being evolved beyond mutants, were stuck in the machine and he screamed out loud, trying to fight the process.

"No, I don't understand, this can't be….this can't be right," Apocalypse whispered once again, his voice raw and untamed, he could barely choke out his next few words.

"It is right, because it was it is," Spider-Man said once again but unfortunately for him, and unfortunately for the rest of the world, Big A was not tamed and he was not out of tricks, at least just yet.

* * *

"You think…."

Nick Fury was back and this time it was the real deal, blasting Apocalypse back into the pod once again and the energy caught him off guard.

"Once again, beaten by the same way, so much for evolution," Fury said with a smile on his face but Apocalypse started to laugh, as the pyramid was beginning to self-destruct around them.

"Even upon my defeat, which is only a minor setback, I will escape once again," Apocalypse said with a smile, but Spider-Man made his way over to the master computer once again.

"Everyone get out of here, this place is going to blow, but I'm going to send it somewhere where Apocalypse can never rise and hurt anyone again," Spider-Man said and Iron Spider looked at him. "Go, I'll be fine…"

He might be on the ship when it was transported, and he wasn't sure if he could work the Phoenix Force to bring himself back home without being atomized in the process.

"But you…"

"Just go, I'll be fine," Spider-Man said, pulling his mask up and pulling Gwen's mask back, before their lips met in an extremely hot and searing kiss with each other, both of them kissing the other breathless when the two of them met in the most fiery and amazing passion.

Gwen stepped back for a moment, her breath being completely and utterly taken away but never the less, she had to leave, and hope that Spider-Man would find a way to save the day.

Then again, it was him, he always found a way to save the day.

'_Hopefully my good luck is coming to me, and my bad luck will actually leave me alone,' _Spider-Man thought, concentrating, he had to get this ship out of here before it blew up. The chain reaction would cause a cataclysm and if he would have to guess, even if Apocalypse would have lost, he also would have won if he didn't succeed.

There was no time for these feelings of self doubt to creep through, even though he would have always crept free. The web slinger pressed his hand onto the machine and disappeared in a flash.

Gwen watched, and waited on the ground, she waited for Peter to come out. Kitty and Laura stood by her side, waiting to see what would happen.

"He didn't make it?" Gwen asked suddenly.

"He did…there's still time, give it time," Kitty whispered and there was time, time that ticked by.

He didn't show up right then and there, and Gwen could feel the stone sink into her stomach, after all of that…

There was a flash of light that cause Gwen to spin around, nearly giving herself whiplash as she did. She could have choked on her own spit when she saw what was happening, well she saw it happen to be honest.

Head over heels came Spider-Man, flying to the ground at a rapid rate. He was doing somersault after somersault and he managed to land, skidding to the ground, and he fell into Gwen's arms.

"So," Spider-Man said in a weakened voice. "How did I do?"

"Looks like you saved the world," Gwen replied with a smile and Spider-Man nodded.

"Oh that's good, I think that I need a nice long vacation, although I'm not sure what that is," Spider-Man commented, once again shaking his head and taking a long sigh once again.

There was a lot of damage done to the world for sure and there was going to need to be a rebuilding process. And Spider-Man would have to be naïve if this was the end of all evil and even though he sent Apocalypse to the ends of the universe in his exploding ship, there was always a chance that he could be back.

But he would just have to defeat him again and again, because that's what he did.

* * *

Hope was facedown on the ground, her head pounding once again. It took her an extremely long time to come to some sense where she could concentrate what she was doing and it took an extremely long time for her to wake up.

'_Am I dead?' _she thought to herself and there was an intense ringing that filled her ears. She wasn't sure if she was dead, she didn't want to be dead, but there was a pretty good chance that she was going to be dead, because…..well because. The woman lifted her head up once again off of the ground and coughed, not once but twice.

She pulled herself up and it slowly came back to her that she was in the bad future once again. The future that caused her great misery, the reason why she had come back in time.

Hope's face fell suddenly, when the realization hit her. Despite everything that happened, all was lost. She couldn't believe it.

She walked down the town square once again, the dust flying around her face. She swatted it away and wondered if she just lie down and give up. Because it was obvious that she was getting nowhere where she was, at least that's what she assumed. Her footsteps continued to go and she collapsed on the set of steps right outside of what was once the Xavier Institute.

"I can't very well go back in time, because…..I don't have the power to do so," Hope said, flickering her fingers but she couldn't even use her telekinesis to levitate a tiny peddle off of the ground. Her lips curled into abject frustration and she was shaking rather madly from where she sat, her heart was racing, beating against her chest with a loud thump.

All was lost, wasn't it?

Hope didn't really know and she placed her head in her hands and sighed. It was time to just give it up, she tried her very best but her very best was not worst enough.

Suddenly, her ears perked out and she heard the sounds, a wonderful sound.

It was a sound of a child laughing, carefree, and playing. Hope blinked for a second once again and placed her hand to her head.

'_I must be going mad,' _she thought, shaking her head and trying to remain calm and then there were more voices.

She looked up and nearly fell back in shock at what she saw.

The dismal world around her was changing, the sky was getting brighter, the debris were shifting into developed cities, a true future setting.

Hope could not believe it, things were turning around for the better and her heart was racing once again.

The world was returning back to normal and there was a future place. She walked to the center of the town square and she could see a statue of Spider-Man in the center of the park, with a plaque talking about his heroics.

"You did it Peter, you really did it," Hope whispered in excitement, and her little gambit to save Gwen Stacy paid off, she might have been the key to ensuring that the world did not go to shit, perhaps not, but after the journey to get there, the future was finally changing for the brighter.

Then Hope looked over the top of her head and there was a bright portal that popped open over the top of her head. She realized something else.

She was going home.

* * *

**To Be Continued in the Epilogue. **


	25. Epilogue

Peter Parker never thought that something like this would happen but it was really true to be honest, the world was really about to change, would it be for the better, would it be for the worst, well that would be something that would happen in time.

He stood in the middle of New York City, it was a long way from being rebuilt to its shiny empire and Peter watched Gwen rather calmly in a moment. She walked over towards him, sliding behind him and wrapping her arms around him. He leaned back towards her, and the blonde smiled, leaning onto him.

"So?" Peter asked her and Gwen gave him a smile once again.

"Can you believe this?" Gwen asked Peter and Peter smiled, shaking his head in amusement as he looked at her. "I mean you've done it…not that I didn't have any faith in you but…the world just feels a lot more hopeful."

Peter spun around once again to face her and he placed his hands gently on the side of her head, brushing a strand of blonde hair away from her face once again. The young blonde once again raised her chest and allowed it to lower.

"Yes, let's hope it stays that way," Peter told her and Gwen looked at him, raising an eyebrow and she opened her mouth once again.

"Corny, just corny, Pete," Gwen said, giving him a playful punch to the shoulder and he turned around towards him.

"Well you know that you like that," Peter said, holding his arms around her but suddenly, Nick Fury showed up right next to him.

"You just know how to spoil a mood, don't you, Fury," Gwen said and Fury brushed it up after a few seconds once again.

"So, the world is saved once again, but I wouldn't be patting yourself on the back too much," Fury said once again.

"See, that's what he's like, he's always spoiling the mood, isn't he?" Peter asked her and Gwen shrugged her shoulders but Fury placed his hands down against his side once again.

"Well, I guess that when you're the top cop, you got to bring down the party," Gwen said and she shook her head. "But you got to believe, that he has a point to be honest about it."

Peter hated to agree with this but Gwen really did have that point and he hated that fact once again. Her fingers rubbed his scalp rather casually and calmly.

"So, we just keep picking up and doing what we're doing, and I'm sure that you'll be back in business all too soon," Peter said and Fury once again leaned his head down, staring into his face once again.

"You know so all too well…."

There was a moment where Peter turned around once again and the sun was setting on the world. There was a lot to do still but there was a lot that they were done.

Perhaps he was just imagining things, but he was feeling like he had accomplished a lot but there was a new chapter in his life that was beginning.

"Just enjoy the moment, because you might not have another one," Fury said and he disappeared once again.

There was potential technology that was around in the city, and Fury had to scramble to pick it all up, before some of the more unsavory people got their hands on it. The Avengers and the Fantastic Four were there.

"So, that's awesome, we did it," Kitty said, pumping her fist up into the air and then she stopped once again, crossing her arms together. Then she paused with Peter's eyes locked onto hers and the brunette shook her head. "Well…..you did it…"

"No, you're right the first time, we did it, we all did it together," Peter said once again and Kitty stared at him.

"So about the Phoenix Force….."

"Gone," Peter said snapping his fingers and Kitty opened her mouth. "It served its purpose with me, so it was time to let it go, it completely returned to the one person who could control it."

"Jean," Kitty muttered and Peter smiled and nodded in response.

"Jean," Peter said once again and he wondered what she was doing out there, she had to travel the universe to discover herself.

Discovering himself, boy he could deal with that, he could deal with that, he knew that, one hundred percent of the way. His head inclined down once again, with Kitty approaching him once again.

"I'm sure that she's really going to find herself and…"

"We're going to just do what we can do, and meet any challenges," Gwen said, and there was a blinking light off to the side, it was really hard to really figure out the long term consequences that was going to happen, but they would figure it out.

"So are you ready to go?" Peter asked her and Gwen turned towards him, with a bit of a smug grin on her face, placing her hands on Peter's waist.

"Ready when you are, Pete, ready when you are," Gwen told him and Peter decided that was good enough for him, the two of them prepared to go home.

At least to get a little sleep, where there was a lot more do and a lot more challenges that would pop up in the world.

"So, how does it feel like to save the world?" Gwen asked her.

"I had help…"

Gwen silenced Peter with a kiss, running her tongue into his mouth, and Peter returned the kiss with equal fever, pulling her in close.

"So, are you ready to accept responsibility for your successes?" Gwen asked and Peter didn't say anything, he just smiled.

It was time to head home and they knew what was going to happen next.

"Yeah, Aunt May, everything is okay…..yeah you take care as well, we've got a lot to do, but we're going to do it because that's what we do, that's what heroes do."

X-X-X

"Will the world ever understand what happened on this day? There has been a lot of speculation and much of it has been unfounded, but that being said, there is a lot of people who are trying to figure out what happened out there. The United States government declines comment, especially with their random about face of them deciding to restore New York after the past few months of shoving it underneath the carpet."

Nick Fury and Tony Stark looked at each other, they were neither going to confirm nor deny how much they had to do that. Needless to say, if Stark dealt with Congress again, it would be way too soon. He needed a good stiff drink.

He didn't make a habit of doing so after doing so but after dealing with politicians, he was going to need one.

"Pass me a glass of that Stark," Fury barked once again and Stark looked at him. "That's the good shit, isn't it?"

"Yeah it is, we're celebrating surviving Congress more than saving the world, aren't we?" Stark asked and Fury turned to him. "Right, just pouring you a drink right now once again."

Fury took the drink once again, tipping the drink up to his mouth and gulped it down. Once again, he dropped the drink down to the table once again.

"So, Parker…..he was something out there, wasn't he?" Stark asked and Fury nodded once again.

"Yeah, thought that the kid had the stuff for a very long time once again, but he had a lot to deal with, I think that he'll be quite the leader, in fact he's already on his way there," Fury said once again, he was not going to say that he butted heads with the young man for that long, hell he butted heads with the kid's parents, so that runs into a family.

"So, are you going to offer him a spot in SHIELD?"

Fury turned around to him.

"SHIELD isn't around anymore, so there really isn't any point, but anything that he's a part of, it should be interesting," Fury said once again. Apocalypse was the ultimate test once again and Fury took another drink when Stark offered to it.

"So, I have to ask the question…..you know what question, isn't it?" Stark asked him and Fury grunted, inviting him to say it. "Is this the end of Apocalypse?"

Fury once again looked at him, curiously surveying the man over the top of the glass. "You've been around the block a long time, not as long as me, but how many enemies have you seen experience certain doom and they've found a way to come back?"

"As long as there's a fanatical follower, then there will be a way to bring them back," Stark replied, nearly swallowing the lump in his throat and Fury looked at him once again.

"Now you got the picture, now you got the picture," Fury told him once again and he took a drink. "But someone like you Stark, you would have had the picture for a long time ago."

There was no question about it.

"Heroes are much more appreciated, we might not agree with what they do, and how they do it, but the average person on the seat realizes that without them, the common person would not have any hope."

"She's right, but she's wrong you know," Fury said and Stark's eyes turned towards him. "Heroes are born out of normal people, they just have extraordinary powers, and some of them not even that."

Fury was looking rather thoughtful, perhaps it was the fact that he knocked back a drink too many but there were going to be people like Spider-Man who had a long lasting legacy, long after people like Nick Fury, Tony Stark, Reed Richards, and Steve Rogers.

He was not a hero because of the fact that he was appreciated, in fact there were many instances when he was treated like dirt, and sometimes he was treated even beneath dirt. But that was fine, even though there were times where he was knocked to his lowest, he believed in himself.

Belief in himself, that was the most important thing there.

"Pass me another drink, Stark," Fury told him and Stark looked at him with a questioning expression in his eyes.

"Fury, with all due respect, are you sure that you…..you've had enough, haven't you?"

"Stark, did I stutter, I told you to pass me a drink," Fury told him once again and Stark once again gave him a mocking salute. "You know, without that armor, you're just another rich playboy…."

"Yeah, but I've got a few more brain cells than a your average rich playboy with an uninflated sense of himself," Stark said to him. "So, what's going on with SHIELD anyway?"

"Give me another drink, and put me in a good mood, and I might tell you," Fury said and Stark smiled, seducing your average woman wasn't as easy as getting information out of Nick Fury.

X-X-X

Gwen lazily leaned against Peter's chest when he stroked her hair. The blonde was just basking in the moment, and they were basking in each other's attention, when she shifted up against his body.

"You know something Pete?"

"Mmm," Peter said, once again playing with his soon to be wife's hair.

"You know, if you just stopped being Spider-Man, no one would fault you, or if you took a lot of time off to say the very least," Gwen said, she didn't sound hopeful, not really, she sounded rather matter of fact by that statement.

Peter's mouth shifted into a brief smile.

"Gwen, you know that I can't do that, and you know that I can't," Peter answered her once again, and pulled her into another simmering kiss once again.

The blonde dropped down against him, her head resting against it. "I know, but I'm just saying…..no one would…"

"I would have to look no further than a mirror to find someone that would fault me," Peter reminded her and Gwen's breath escaped her lips in a sigh.

"Well that's an interesting pragmatic response to that question," Gwen said once again but she thought that Peter had a point. If nothing else, this verified something that she knew to be true for years. "You are your own worst critic…"

"I am?" Peter asked and Gwen looked at him, deciding to shift her weight. Her legs straddled over his lap once again, placing her hands on his shoulder once again.

"Yes, Peter Parker, you are," Gwen agreed with him, her bright blue eyes meeting his brown eyes. "All of those years, you weren't fighting for the respect of anyone out there, not Jameson, not Fury, not any of the people who thought that you couldn't be a hero because you were a punk teenager, you were fighting your own internal battle with yourself."

"It's not all….it's not because of Uncle Ben after all of these years…"

"No, you wanted to prove yourself as something that the world can be proud of before then," Gwen agreed and Peter once again blinked. "Just stop and think about it, it was your uncle who said that…..he told you to do that the right way…"

"The right way, what's the right way anyway?" Peter asked her and Gwen smiled, brushing her hand against his chest once again.

"You've found that way, you've found that right way," Gwen said once again and she pushed back. "And Spider-Man has become more than a mask that you've worn, it has become a symbol for the future, and it's gotten you plenty of attention and admiration."

Peter once again opened his mouth to argue this moment but Gwen wrapped her legs around him once again, pulling him close.

"I agree though, it wasn't the right kind most of the time, but hey, they can't all be winners," Gwen said and she shook her head. "A few women who were torn between killing with you or molesting you…"

"And some of them weren't particular what order that did those deeds in," Peter told Gwen and Gwen wrinkled her nose in frustration and nodded.

"Yes, yes," Gwen agreed, she remembered some of those people quite well and Peter wasn't sure. "But in the end, I guess you inspired them…"

"Inspired my fair share of villians," Peter said once again but he wasn't saying this as a way of fact.

"Names might have been changed, gimmicks might be different, but a lot of those were on the slippery slope to villainy before Spider-Man swung into their lives," Gwen reminded them swiftly and firmly.

Peter was stopped colder, colder than he had against any single super villain that he had the misfortune going up against. Gwen's argument had done a good job in stopping him cold in his tracks to be honest, and his mouth hung halfway open.

"You know that I'm right," Gwen reminded him and Peter once again could not argue this point.

Gwen could barely hold back a giggle that she was holding him back into the couch, grinding up against him once again.

"And despite all of your powers, you're still weak to one thing," Gwen said once again and Peter looked at him.

"That's a good weakness though, and I doubt that many of the super villains will think of using of it…..and we still got a wedding to figure out when to have, you know, because it got post poned on the account of me dying."

"Yes, I know," Gwen agreed once again. "You know, we wait long enough, we'll be common lawed married anyway, but I supposed that we should have an official ceremony anyway…..and all of the security, because you know our wedding is going to be a magnate for super villains coming out in every which way."

Peter sighed, if that wasn't the truth, he really didn't know what was. That being said, Gwen pressed against his body once again, leaning in closely.

"I love you….."

Moment was killed right there when the phone rang. Gwen only gave four people on Earth that private number and she was pretty sure that she could guess that a fifth might be able to get his hands on it because of who he was.

She reached over and answered the phone once again, picking it up.

"Yes, Fury."

"I have a proposition for the two of you, if you would like to hear it," Fury told them and their curiosity was piqued suddenly.

Needless to say, Peter wondered where his legacy would be as Spider-Man especially when the entire world knew who was underneath the mask and that was a disaster waiting to happen but if Nick Fury called up, you just had to accept the charges, and see what he would have in store.

The adventured continued with a wild ride.

**Twenty Years Later:**

The front door was knocked down and a costumed criminal made his way through the door, holding a couple of sacks of money over his shoulder once again. He looked at the door that said Parker Industries once again but suddenly, there was something that jumped in front of him.

A line of webbing ripped the money out of his hands and caused him to land ass over tea kettle on the ground. He pulled out a weapon that shot a few rings at his enemy, but she dodged the attack once again.

She was dressed in the trademark spider webs, but there were a few alterations to the classic costume that caused a little bit of surprise for some people. That being said, the criminal looked up once again.

"The villains I fight in this city, I swear, they're getting lamer, the greater the technology is," the girl said, webbing the villain to a light post.

That being said, she didn't even have a chance to throw off a quality quip, and to be fair, she wouldn't want to waste them on this particular villain.

"So just stick around," she told him and he struggled against the post, trying to free himself but there was no way out, not at all.

She was the amazing, sensational, the spectacular Spider-Girl, and she swung away on a web line, making her way from the city once again, to find out more times.

The face of Peter Parker was plastered all over the city but in the park, there was a nice statue of his alter ego, Spider-Man. Or at least it was his alter ego, up until he retired from that life about sixteen years ago, around the time that he was born.

He inspired a generation of heroes and a super hero retirement meant too many times that you only put on the costume about eight months out of the year as opposed to twelve. That being said, age was slowing him down a little bit, even though he lived a life that was nice.

Riley Mayday Parker, the Amazing Spider-Girl dropped down once again, and she knew that her father was away, doing work, making the world a better place. Even though he didn't don the webs once again, there were still other ways where he could do a lot in the world, and make things much better.

There was a buzzing that could be heard and she held up the communicator link. There was an attractive woman with blonde hair dressed in a full SHIELD uniform that popped up on the screen once again.

"Director Parker," Spider-Girl said.

"That's Mom to you first of all, Riley," Gwen replied to her once again. "So, how are you doing? You better be keeping your grades up….."

"Mom, I'm fine, really I am," Riley said with a smile. "I mean, I got both your smarts, and Dad's…..sometimes I think that I got his common sense, fighting people twice or three times your size."

"It's not the size of the person in the fight that matters, it's the size of your heart," Gwen told her daughter gently. "But you are juggling everything right…"

"Yeah, I'm fine, I'm fine, really I'm fine," Riley said shaking her head, and she couldn't say how many more times to find. "So, how is running SHIELD?"

"An absolute nightmare," Gwendolyn Stacy-Parker, the Director of SHIELD for the past three years after Nick Fury finally retired or rather he was retired. He left strict instructions never to be brought back, because he wanted to enjoy the afterlife. "Kitty and Allison are helping me, and MJ and Felicia, you know how she offers a different perspective, and there are others as well….SHIELD rebuilt itself nicely."

Riley was now out of costume once again, and she was dressed in casual teenage clothes, a black blouse, and her dark hair clipped back when she dropped onto the ground. She nearly ran into a redhead who was standing there beside her.

"Oh, hi, I'm sorry, I wasn't watching where I was going," she replied to the redhead, who smiled.

"No, I wasn't watching and you're….you're Riley Parker, aren't you?"

"Yeah, I'm her," Riley said once again.

"My name is Hope," she told her with a smile on her face.

"Did you know my father?" Riley asked, the name Hope sounded familiar, although she was trying to rack her brain once again.

"Not that I'm aware, maybe in an alternate life," she said with laughter in her voice once again. "But, I'm sure that I would remember someone as Amazing and Spectacular as Spider-Man…..but as his daughter, I'm sure that you get sick of hearing how amazing your father is."

"Not really, because it's true," Riley said and there was a distinct amount of pride flashing through her voice.

"I was going to get a bite to eat, at the food court," Hope told her and Riley smiled.

"Me too….maybe we could go together," Riley said to her.

"That'd be nice," Hope said, watching the girl leave, with a smile on her face, and a small flicker of flame in her eye, that resembled the mythological Phoenix.

The legacy of Spider-Man would live on forever, and it would be perfectly safe with each passing generation of heroes. There would be many new adventures, now, then, and forever.

Throughout time, the legend of Spider-Man and any future heroes to take up the spider mantle grew and as always, with great power, there must also come great responsibility.

**The End. **


End file.
